Spay and Neuter Voucher Program Terms

These Spay and Neuter Voucher Program Terms (“Terms”) govern participation by the clinic identified on BPF’s records (“Clinic”) in the Spay and Neuter Voucher Program administered by BISSELL Pet Foundation, a Michigan nonprofit corporation (“BPF”). These Terms replace and supersede in full the Spay and Neuter Voucher Program Agreement previously entered into between BPF and Clinic (the “Prior Agreement”), which BPF has terminated in writing effective as of the date stated in that termination notice. By accepting a BPF voucher, performing sterilization services under these Terms, or submitting an invoice to BPF for payment on or after that date, Clinic agrees to be bound by these Terms. 

1. Voucher Participation: Clinic may, in its sole discretion, elect whether to accept any voucher issued by BPF for the sterilization of an animal. Nothing in these Terms obligates Clinic to accept any particular voucher or referral. 
2. Voucher Requirements: Eligible vouchers include BPF branded vouchers redeemable for $60 per dog and $30 per cat. Clinic shall accept and submit vouchers for reimbursement only when all required conditions are met, including: (i) receipt of the voucher from the client; (ii) collection of a completed sign in form that includes the client’s email address and signature; and (iii) the client has not paid any portion of the voucher amount for which BPF provides reimbursement. 
3. Clinical Judgement: All decisions regarding whether an animal is an appropriate candidate for surgery, and all aspects of the diagnostic, medical, and surgical treatment provided, rest solely within Clinic’s professional judgment and are governed by applicable state veterinary practice laws and regulations, not by BPF. BPF does not direct or control, and does not undertake any responsibility for, the manner or method in which Clinic performs sterilization services. 
4. Compensation and Invoicing: BPF will compensate Clinic at the rate of $30 for each cat sterilized and $60 for each dog sterilized under a valid BPF voucher. Any difference between this amount and Clinic’s normal charge is the responsibility of the shelter, rescue organization, or pet owner, and is not owed by BPF. Clinic will invoice BPF via the method requested (online portal). Clinic will invoice BPF monthly, no later than thirty (30) days after the end of the month being reported.  BPF will make commercially reasonable efforts to review, approve, and pay all valid invoices within 30 days of receipt of a valid report or within 30 days of the end of the reported month. Clinic shall submit a completed W9 via BPF’s online platform or any other method BPF may reasonably request, before payment can be issued. 
5. Licenses and Compliance: Clinic represents and warrants that it holds, and will maintain at its own expense throughout its participation in the Program, all licenses, permits, and approvals required to lawfully perform sterilization services, that it will comply with all applicable state veterinary practice laws and regulations, and that it will maintain animal medical and surgical records as required by law. 
6. Insurance: Clinic shall maintain, at its own expense, insurance coverage appropriate to its operations, including at a minimum Commercial General Liability, Automobile Liability if applicable, Workers Compensation if Clinic has employees, and Professional Liability insurance. Clinic will provide BPF with a certificate of insurance upon request. 
7. Indemnification: Clinic agrees to indemnify and hold harmless BPF and its employees and agents from and against any damages, including costs and attorney’s fees, arising out of the negligent or intentional acts or omissions of Clinic, its employees, or agents. 
8. Independent Contractor: Clinic, its agents, and employees act at all times as an independent contractor in performing services under these Terms. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between BPF and Clinic. Neither Clinic nor its employees are entitled to any employment benefits, workers’ compensation, or other programs afforded to BPF employees. 
9. Non-Exclusivity: Nothing in these Terms creates an exclusive arrangement with Clinic. BPF may obtain similar services from other providers at any time. 
10. Code of Conduct: Clinic agrees to abide by the BPF Code of Conduct attached as Exhibit A. 
11. Term and Termination: These Terms remain in effect for as long as Clinic participates in the Program.  BPF may modify these Terms at any time by posting revised Terms online, with the revised Terms effective upon posting; Clinic’s participation in the Program on or after that date constitutes acceptance of the revised Terms.  BPF may suspend or terminate Clinic’s participation in the Program at any time, for any reason or no reason, effective upon notice to Clinic (email is acceptable) or upon removal of Clinic from BPF’s list of participating clinics.  Clinic may discontinue participating in the Program at any time by ceasing to accept BPF vouchers.  These Terms remain in effect until terminated in writing (email is acceptable) by either party. Either party may terminate at any time, with or without cause. Termination does not affect any amounts owed for services performed, or vouchers redeemed, before the termination date, provided such amounts are invoiced within forty-five (45) days after the termination date and remain subject to Section 12 (Volume Variance and Verification). Reporting and record retention obligations for services performed before termination survive termination as enforceable continuing obligations. 
12. Volume Variance and Verification: If voucher redemptions in any calendar month exceed one hundred twenty-five percent (125%) of the average monthly redemptions for the preceding three (3) months, or of any forecast provided by BPF, Clinic will notify BPF in writing within two (2) business days.  BPF may suspend acceptance of vouchers while it reviews the redemptions.  BPF is not obligated to pay for redemptions exceeding that threshold until BPF has approved them in writing, which approval will not be unreasonably withheld for valid eligible redemptions.  BPF may audit redemption records and dispute any claim that is duplicative, fraudulent, or not in compliance with this Agreement. 
13. Governing Law: These Terms are governed by the laws of the State of Michigan, without regard to its conflict of laws principles. Any dispute arising out of these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in Kent County, Michigan. 
14. Entire Agreement: These Terms, together with Exhibit A, constitute the entire agreement between BPF and Clinic regarding the Program and supersede the Prior Agreement and all prior discussions or understandings, written or oral, relating to the Program. 

Exhibit A Code of Conduct

At BISSELL Pet Foundation, we are committed to individualized care for every animal, ethical and responsible conduct in all of our operations, respect for the rights of all individuals, and respect for the environment. We expect these same commitments from all partners and contractors. At a minimum, we require that Clinic meet the following standards. 

Communication: Communicate truthfully and with integrity. Acknowledge BISSELL Pet Foundation when communicating about the Program through social media or other channels. Make no materially false statement, and do not knowingly misinform others regarding animal records, disposition, or professional information. 

Other Laws: Comply with all applicable laws and regulations, including local and national codes, rules, and regulations. 

Ethical Standards: Bribes, kickbacks, or similar unlawful or improper payments, in cash or in kind, are strictly prohibited. Do not alter animal records or the facts concerning an animal’s age, condition, or other material information. 

Non-discrimination: Do not discriminate against or refuse professional help to anyone on the basis of race, gender, sexual orientation, religion, or national origin, or discriminate based on breed. 

Association: Do not let personal opinions interfere with shared goals. Act professionally and cordially when representing BISSELL Pet Foundation, and honor commitments by keeping to agreed schedules. 

Health and Safety: Provide employees with a safe and healthy workplace in compliance with applicable law. Do not allow any person impaired by drugs or alcohol to provide care for animals. 

Protection of the Environment: Comply with all applicable environmental laws and regulations.