Last Updated: November 8, 2021
The following Terms and Conditions (“Agreement”) describe the terms and conditions that apply to the use of Pawp membership gifts as described herein (collectively, “Gifts”). This Agreement is between you (“Purchaser), the recipient of the Gift (the “Recipient” or “you”), and Pawp, Inc., a Delaware corporation (the “Issuer” or “Pawp”). By purchasing, accepting or using your Gift, you agree to be bound by this Agreement. If you do not agree with this Agreement, do not purchase, use or accept the Gift.
About the Gifts. The Gifts are issued by the Issuer. The Issuer is responsible for the operation and maintenance of the Gifts program; provided, however, that the Issuer may assign its obligations with respect to the Gifts at any time, in which case such assignee shall become the Issuer and sole legal obligor to the Recipients. The Gifts are not gift cards, debit cards or credit cards.
Redemption of the Gift. Each Gift is redeemable only for a six (6) month or one (1) year subscription to receive Pawp’s services (the “Services”) at the sole discretion of the issuer. Each Gift may be redeemed only by a new subscriber to the Pawp Services who is a U.S. resident and 18 years of age or older. The Party who purchases such gift will provide at the time of purchase the name and email contact information for the Recipient.
Payment Information; Account Cancellation. To create an Account, the Purchaser must provide certain information, including the Purchaser’s credit card number, the expiration date of such credit card and an email and postal street address for billing and notification purposes. Prior to the conclusion of the Services for the six (6) or one (1) year period, the Subscriber will receive notification with the specific required information to continue with the service(s) at Pawp’s then-current [monthly/annual] subscription fee (the “Subscription Fee”). Additional information may be obtained by sending an email to [email protected] or by visiting “Manage your Account” on the Services.
No Cash Redemption. The Gifts have no cash value and may not be redeemed for cash except as required by applicable law.
Single-Use Only; Not Combinable with Other Offers; Not Exchangeable. Each Gift may only be redeemed once. The redemption of the Gift may not be combined with any other offers, coupons, discounts or promotions. The Gift may not be exchanged or credited toward the purchase of any subscription services other than a six (6) month or one (1) year subscription to the Services.
Non-Payment. The Issuer reserves the right to refuse to honor any Gift in the event of an invalid credit card, disputed credit card charge, bounced check or other failure of consideration.
Expiration; No Fees. At the sole option of the Issuer, if not redeemed within five (5) years the Gift can be deemed as expired. No inactivity or service fees apply to any Gift during the initial six (6) month or one (1) year period.
Refunds. The Gifts are not refundable except as required by applicable law.
No Resale or Transfer. The Gifts may not be resold or transferred without the Issuer’s express written authorization. A Gift is not valid and will not be honored, and the Issuer will not be liable for the value of the Gift, if the Gift is obtained from an unauthorized seller or reseller, including through any Internet auction site.
Lost or Stolen Gifts. Upon the sale of a Gift to you or the transmission to your designated recipient, the risk of loss for your Gift passes to you. The Issuer is not responsible for lost or stolen Gifts or redemption/subscription codes.
Fraud. The Issuer reserves the right to refuse to honor a Gift if the Issuer suspects that the Gift was obtained fraudulently.
The Parties agree, in the event of any disputes Each will make a good faith effort to resolve such dispute. In the event of being unable to reach resolution, the Parties can elect to go to binding arbitration as described in #14 below.
BINDING ARBITRATION AND CLASS ACTION WAIVER. Please read this section carefully. It affects legal rights that you may otherwise have and requires individual, final and binding arbitration of disputes instead of resolution in court.
(a) Mandatory Arbitration of Disputes. You and the Issuer each agree that any dispute, claim or controversy arising out of or relating to the Gift or this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (as defined in the Terms of Service) (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and the Issuer agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and the Issuer are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
(b) Exceptions. As limited exceptions to Section 12(a) above: (i) each of you and the Issuer may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each of you and the Issuer retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless you and the Issuer both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and the Issuer won’t seek to recover the administration and arbitrator fees the Issuer is responsible for paying, unless the arbitrator finds your Dispute frivolous. If the Issuer prevails in arbitration, the Issuer will pay all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 12(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or the Issuer prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND THE ISSUER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this dispute resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 12(f) of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
Limitation of Liability. THE ISSUER AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GIFTS, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT A GIFT IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND THE SOLE LIABILITY OF THE ISSUER AND ITS AFFILIATES, SHALL BE THE REPLACEMENT OF SUCH GIFT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.
Governing Law. The laws of the State of New York, without regard to principles of conflict of laws, shall govern this Agreement and the use of the Gift.
Severance. Notwithstanding anything herein to the contrary, if any part of this Agreement is deemed invalid or inapplicable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal and enforceable. If such provision cannot be so modified or restricted, it shall be excised from this Agreement without affecting the validity, legality or enforceability of the remainder of this Agreement, which shall be fully enforced.
Changes to Agreement. The Issuer reserves the right to modify, alter, change or amend this Agreement from time to time in its sole discretion without advance notice.
Contact Information. If you have any questions about this Agreement or the Gifts, please contact the Issuer at [email protected].