Terms of Service

Last Updated: November 7, 2025

Welcome to Pawp! Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they are a legal agreement between you and Pawp, Inc., a Delaware corporation (“Pawp”, “we”, “us” or “our”) and govern your use of our pet wellness content and related services accessible via our website located at pawp.com (the “Site”) or via iOS and/or Android applications. To make these Terms easier to read, the Site and our services are collectively called the “Services.”

1. AGREEMENT TO TERMS. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

PLEASE BE AWARE THAT SECTION 17 BELOW CONTAINS AN ARBITRATION AGREEMENT AND  CLASS ACTION WAIVER: WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) (A) TO RESOLVE ANY CLAIMS YOU MAY HAVE (WITH CERTAIN EXCEPTIONS) AGAINST PAWP THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS OR REPRESENTATIVE ACTIONS. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION AND THE CLASS ACTION WAIVER (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION AND THE CLASS ACTION WAIVER).

2. PRIVACY POLICY. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

3. SERVICES. We provide digital health and telehealth services for pets, including by connecting you with veterinary professionals for consultation services. Such services do not include the providing of pet insurance.

4. CHANGES TO TERMS OR SERVICES. We may update the Terms at any time, in our sole discretion. If we make changes that are material, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever you use the Services. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services at any time and without notice, at our sole discretion. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in the Terms.

5. WHO MAY USE THE SERVICES; USER ACCOUNTS

(a) Eligibility. You may use the Services only if you are (i) 18 years or older and capable of forming a legal binding contract with Pawp, and (ii) not barred from using the Services under applicable law. By using the Services, you represent and warrant that you meet these requirements. We reserve the right to restrict access to members who were previously found in violation of the Terms.

(b) Registration and Your Information. If you want to use certain features of the Services you’ll have to create an account (“Account”). You can do this via the Site, via iOS and/or Android applications, or through your account with certain third-party social networking services such as Meta (“Facebook”) (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access. For New York members, we require a physical address (no P.O. Box).

(c) Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your account password to anyone and you’ll notify us immediately of any unauthorized use of your account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

6. FEEDBACK. We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at [email protected]. You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Pawp, and Pawp may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Pawp any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback, or, to the extent not assignable, you hereby waive any moral rights or other similar rights in or to all Feedback.You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

7. CODE OF CONDUCT. Please review our member Code of Conduct. The Code of Conduct document sets out the standards of behavior you can expect from the Pawp team, and in turn, the standards of behavior we can expect from our members. We ask that you lead with kindness and respect when reaching out to us, and know that our team will always strive to do the same.

8. SUBSCRIPTIONS, FEES AND PAYMENT. We require payment of a fee for use of the Services (or certain portions thereof) and you agree to pay such fees.

(a) General. When you purchase a subscription to the Services (such purchase, a “Transaction”) you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification, or information to verify your identity (such information, “Payment Information”). Again for New York members, we need your physical address, not a P.O. box address. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges).

(b) Free Trial. Your subscription may begin with a free trial for the 24/7 telehealth service. The length of your free trial will be set out during online checkout. We reserve the right, in our absolute discretion, to determine your eligibility for a free trial, including creating multiple free trial accounts, and to withdraw or to modify your free trial at any time without prior notice and without liability. As a free trial user, you acknowledge and agree that your use and access to the Services is subject to these Terms. You agree to provide your Payment Information during online checkout before beginning your free trial. We will not process your Payment Information for payment of your fee during your free trial. On the last day of your free trial, we will automatically convert your free trial into a paid Subscription and process your Payment Information for the monthly or annual Subscription Fee in accordance with Section 7. From that date on, the automatic renewal provisions set forth in Section 7(b), 7(c) and 7(d) will also apply. By providing your Payment Information in conjunction with registration for a free trial, you agree to these charges and billing practices. If you do not wish to be charged, you must cancel before the end of your free trial. If you are on a trial, you may cancel at any time until the last day of your trial by following the cancellation procedures outlined in Section 8(e) below. Upon cancellation of your free trial, your access to the Services will terminate immediately

(c) Activation. Upon becoming a paid member you have the choice of electing the telehealth service only, or you can also elect to subscribe to financial protection provided by the Emergency Fund add-on as more fully described below. The telehealth service will be billed at an annual charge at the current in-force rates. You can elect to add the Emergency Fund add-on upon becoming a paid member or at a later date. The Emergency Fund add-on will be billed as an additional charge to be paid monthly at the current in-force rates. This payment and all other such payments are non-refundable.

(d) Subscription. You will be charged the monthly or annual subscription fee, plus any applicable taxes and other charges (“Subscription Fee”) on the date you purchase the Subscription and every recurring period thereafter. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE US TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. For your monthly Subscriptions, we (or our third-party payment processor) will automatically charge you each month on the day of the month of the commencement of your Subscriptions, using the Payment Information you have provided until you cancel your Subscriptions. For your yearly Subscription, we (or our third-party payment processor) will automatically charge you on the anniversary date of the commencement of the Subscription and every year thereafter, using the Payment Information you have provided until you cancel your Subscription. In the event your Subscriptions begin on a day not contained in a later month or year, your payment method will be charged on such other day as we deem appropriate. By agreeing to these Terms and electing to purchase any Subscription, you acknowledge that your Subscriptions have recurring payment features and you accept responsibility for all recurring payment obligations prior to the cancellation of your Subscriptions.

(e) Canceling your Subscription. You can cancel a Subscription by visiting your “Account” on the Services. You will be responsible for all Subscription Fees incurred for the then-current Subscription period. Alternatively, you can also cancel a Subscription by sending an email to [email protected]. IN NO EVENT WILL YOU RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. If you cancel, your right to use the Services will continue until the end of your then-current Subscription period and will then terminate without further charges with the exception of being eligible to receive the $3,000 Emergency Fund. By canceling your Subscription, you agree to waive your right to receive any funds in the event of an emergency.

9. EMERGENCY FUND. If your Subscription includes access to Pawp's $3,000 Emergency Fund (the "Emergency Fund"), you will be subject to our Pawp Emergency Fund Rules & Regulations (which are incorporated by reference herein and which supplement these Terms).

By subscribing to the Emergency Fund, you acknowledge and agree that:

(a) There is a 14-day mandatory waiting period upon signing up for the Emergency Fund add-on before the Emergency Fund becomes available to use. Any emergency that occurs within that 14-day waiting period cannot be covered. If you cancel and reactivate the Emergency Fund add-on, there will be another mandatory 14-day waiting period after reactivating. Please note, you do have immediate access to our team of veterinary professionals via chat and video during the waiting period. This period cannot be modified or adjusted in any way.

(b) The Emergency Fund is only available to you if all account payments (monthly and annually) are made continuously and without interruption. If the payment method we have on file for you fails, you will lose access to the Emergency Fund. If you cancel your Emergency Fund add-on, you will lose access to the fund at the end of your payment term. You can update your payment method here.

(c) In nearly all instances, you are required to contact a Pawp veterinary professional by video immediately if you believe your pet is experiencing an emergency. The pet needs to be visible within the video. You can talk to a team member here. A live face-to-face video call is the preferred method to determine if it is a possible emergency or not. In very rare and extreme circumstances, you may seek in-person emergency care before speaking with a Pawp vet professional. Ultimately, it is within Pawp’s full discretion to determine whether your possible emergency warrants waiving the face-to-face video call requirement. Utilizing the video chat assists in assessing the situation and provides you, the member, a greater degree of knowledge of what is occurring with your pet.

(d) The Emergency Fund only pays for the initial emergency care. Once a pet is discharged from one (1) veterinary hospital, all additional veterinary services provided are considered follow up care and are not eligible for reimbursement. Administrative fees, maintenance and/or set up fees are not eligible for reimbursement. Please note: You may be asked to upload all invoices from treating clinics for Pawp to get a more complete picture of the pet's in-person emergency care.

(e) After a Pawp veterinary professional identifies a possible emergency situation via video, members have up to eight (8) hours to take your pet to any licensed veterinary clinic located within the forty-eight (48) contiguous United States, Hawaii, Alaska and the District of Columbia. If you fail to seek care within this eight-hour (8) period, your application will not be approved.

(f) Upon approval of an emergency application with reimbursement authorized, you have fourteen (14) calendar days to collect the funds from the date of issue. Failure to collect the funds will result in forfeiture of reimbursement. Once forfeited, a reimbursement cannot be reissued unless otherwise required by applicable laws. You can request us to review extenuating circumstances and make adjustments if warranted. Pawp, at our sole discretion, retains the right to determine the criteria that warrants the reissue of a previously forfeited reimbursement.

(g) You may be required to provide proof of ownership of your pet in the form of a pet license or registration.

(h) Your Emergency Fund is non-transferable to other parties and their pets.

(i) The Emergency Fund is restricted to one (1) reimbursement per policy year of any amount up to $3,000. If the approved reimbursement payout is less than $3,000, the remaining amount will not roll over.

(j) The Emergency Fund only covers cats and dogs, no other animals.

(k) You will not qualify for the Emergency Fund if a Pawp veterinary professional has previously recommended an in-person visit and you failed to comply. Waiting to take a pet in for medical care can result in an unnecessary emergency for a pet and Pawp does not support medical negligence. No other form of medical negligence will be accepted, including discharging your pet from a hospital against medical advice.

(l) You can take your pet to any licensed veterinary clinic located within the forty-eight contiguous United States, Hawaii, Alaska and the District of Columbia.

(m) The Emergency Fund may be used to cover additional costs associated with euthanasia, such as cremation, up to a maximum of $250 (subject to the overall maximum of $3,000). It does not cover the cost of any form of memorabilia.

(n) The Emergency Fund cannot be used for emergencies arising from or in any way related to pet breeding or pregnancy issues, including but not limited to nursing, neonates, and weaning.

(o) We require completed profiles for every pet in a household with their name, age, weight, breed, and a clear photo in order to qualify for the Emergency Fund. If this information is missing, you will not be able to qualify for the Emergency Fund.

(p) We pay for any immediate, unexpected, life-threatening emergency veterinary service required for one (1) pet listed in your household. This reimbursement is limited to one (1) invoice for continuous care of up to $3,000 provided by the licensed veterinarian during the treatment of the emergency.

(q) To apply for reimbursement, please complete our Emergency Fund Application, which can be found under the Protect tab in the Pawp app, within fourteen (14) calendar days of your pet’s discharge from emergency care. As a part of that application, you will need copies of the final invoice and complete medical records, along with the treating clinic information. Incorrect or missing information will cause delays in processing your application. We will reach out to you to update any incorrect or missing information and will provide you with a seven (7) calendar day period to update such information required. If we do not receive an update to the incorrect or missing information within the provided period, we will consider the submission final and we may reject it due to incorrect or missing information.

(r) You can cancel your Pawp membership at any time. You will lose access to the Emergency Fund at the end of your payment term. If you use the Emergency Fund and cancel during the payment cycle following the emergency, you will need to wait at least one hundred twenty (120) calendar days (or until your one-year signup anniversary date, whichever comes first) before you can qualify for the Emergency Fund again. We reserve the right to cancel a membership if: you fail to provide the monthly or annual membership fee; the membership was obtained through fraud, misrepresentation, or concealment; or you have been found by a licensed veterinary professional to have grossly mistreated and/or abused the pet. Members who threaten or verbally abuse Pawp’s professional staff will be considered for immediate termination of their membership. Code of Conduct violations may result in termination of your membership and account.

10. RIGHT TO USE SERVICES; CONTENT OWNERSHIP, RESPONSIBILITY AND REMOVAL.

(a) Definitions. For purposes of these Terms: (i) “Content” means the “look and feel” of the Services, text, graphics, images, logos, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, transmitted or otherwise made available through the Services; and (ii) “User Content” means any Content that you provide to us through the Services (for example, information about your pet).

(b) Ownership of Content and Services. Pawp does not claim any ownership rights in any User Content, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Pawp and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights and you agree not to take any action(s) inconsistent with such ownership interests. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

(c) Rights in User Content Granted by You. In order to operate the Services, we must obtain from you certain license rights in your User Content so that actions we take in operating the Service are not considered legal violations.  Accordingly, by using the Services and submitting any User Content through the Services, you hereby grant to Pawp a non-exclusive, irrevocable, perpetual, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, store, transmit, host, cache, modify, distribute, publicly display and publicly perform your User Content in connection with operating and providing the Services. You agree that this license includes a right for us to make your User Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose your User Content to third parties if we determine such access is necessary to comply with our legal obligations.

(d) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights, licenses, consents and permissions that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Pawp on or through the Services as permitted will infringe, misappropriate or violate a third party’s intellectual property rights, rights of publicity or privacy, or other rights, or result in the violation of any applicable law or regulation.

(e) Removal of User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. To the fullest extent permitted by applicable law, Pawp reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of your User Content at any time, for any reason, and without notice.

(f) Rights to use the Services. Granted by Pawp. Subject to your compliance with these Terms, Pawp grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, use of the Services solely for your personal and non-commercial purposes and to access and display the Content we own and control that we distribute to you as part of your use of the Services, in each case, for the sole purpose of enabling you to use the Services as permitted by these Terms

11. GENERAL PROHIBITIONS AND PAWP’S ENFORCEMENT RIGHTS. You agree not to do any of the following:

(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b) Use, display, mirror or frame the Services or Content or any individual element within the Services or Content, including Pawp’s name, any Pawp trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Pawp’s express prior written consent on a case-by-case basis;

(c) Access, tamper with, or use non-public areas of the Services, Pawp’s computer systems, or the technical delivery systems of Pawp’s providers;

(d) Attempt to probe, scan, or test the vulnerability of any Pawp system or network or breach any security or authentication measures;

(e) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Pawp or any of Pawp’s providers or any other third party (including another user) to protect the Services or Content;

(f) Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Pawp or other generally available third-party web browsers;

(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation through or in connection with the Services;

(h) Use any meta tags or other hidden text or metadata utilizing a Pawp trademark, logo URL or product name without Pawp’s express written consent; (i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

(i) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

(j) Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;

(k) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

(l) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

(m) Impersonate or misrepresent your affiliation with any person or entity;

(n) Violate any applicable law or regulation in connection with your access to or use of the Services; or

(o) Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content (including without limitation User Content), at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

12. LINKS TO THIRD PARTY MATERIALS, WEBSITES OR RESOURCES. The Services may make available to you content, materials or services provided by third parties, including links to third-party websites or resources (collectively, “Third Party Materials”). We do not control, endorse or adopt any Third-Party Materials and will have no responsibility for Third Party Materials, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You acknowledge that we provide the Third Party Materials to you only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You further acknowledge sole responsibility for and assume all risk arising from, your use of any Third Party Materials and all your interactions with such Third Party Materials.

13. SUSPENSION OR TERMINATION. We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time through the Services interface or by sending an email to us at [email protected]. If Pawp deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, Pawp may, but is not obligated to, delete any of Your Content. Pawp shall not be responsible for the failure to delete or deletion of Your Content. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 7, 9(a), 9(b), 9(c), 9(d), 12, 13, 14, 15, 16, 17 and 18.

14. WARRANTY DISCLAIMERS.

(a) THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. The Content may contain information relating to various medical conditions that may affect your pet; this information is provided for informational purposes only and does not constitute medical advice.

(b) Any advice provided by a veterinary professional is for your decision support purposes only (i.e., to assist you in making your veterinary medical decision). The Services are not a substitute for an in-person evaluation of your pet by a veterinary doctor. Communications with veterinary professionals through the Services are inherently limited and do not include safeguards and procedures typical of in-person evaluations and visits. No client-professional relationship shall be formed between you and us as a result of you using the Services. Communications with any professionals through the Services are not confidential and shall not be the subject of any associated privileges. The laws, regulations, other governing authorities, standards, practices and procedures that apply to your particular question or situation may differ depending on your location and information typically discovered through in-person evaluation. Veterinary professionals available through the Services may be licensed, certified, educated, employed by or have experience in only particular jurisdictions or within particular fields.

(c) IF YOU BELIEVE YOUR PET IS EXPERIENCING A MEDICAL EMERGENCY, SEEK APPROPRIATE EMERGENCY VETERINARY MEDICAL CARE IMMEDIATELY. You acknowledge sole responsibility for and assume all risk arising from your use of the Services.

15. INDEMNITY. You will indemnify and hold harmless Pawp and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, (ii) your User Content, or (iii) your violation of these Terms.

16. LIMITATION OF LIABILITY

(a) NEITHER PAWP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PAWP OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b) IN NO EVENT WILL PAWP’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO PAWP FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PAWP, AS APPLICABLE.

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PAWP AND YOU.

17. GOVERNING LAW AND FORUM CHOICE. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17, “Dispute Resolution”, the exclusive jurisdiction for all Disputes (defined below) that you and Pawp are not required to arbitrate will be the state and federal courts located in New York County, New York, and you and Pawp each waive any objection to jurisdiction and venue in such courts.

18. DISPUTE RESOLUTION.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Mandatory Arbitration of Disputes. Both you and Pawp agree that any and all disputes, claims or controversies concerning or arising in any way out of or relating to your use of the Services, access (or lack of access) to Content, access to (or lack of access to) this website, these Terms, or any advertising, promotion, or other communications from Pawp (collectively, “Disputes”), whether based in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis, will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding.  “Dispute” will be given the broadest possible meaning allowable under law.  You and Pawp agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Pawp are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(b) Exceptions. As limited exceptions to Section 17(a) above, unless both you and we agree to submit the Dispute to arbitration pursuant to this binding Arbitration Agreement, you and we agree the following types of Disputes will be resolved in court: (i) we both may seek to resolve a Dispute in small claims court if it qualifies, as long as it is brought and maintained as an individual Dispute and not as a class, representative, or consolidated action or proceeding; (ii) Disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the class action waiver, including any claim that all or part of the waiver is unenforceable, illegal, void or voidable, or that the class action waiver has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Batch Arbitration provision, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration, or otherwise related to a condition precedent, shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.

Any litigation in court of the foregoing types of Disputes (except for small claims court actions) may be commenced only in a federal or state court located within New York, New York, and you and we each consent to the jurisdiction of those courts for such purposes. Regardless of whether the foregoing types of Disputes in this Exceptions provision are resolved by a court or pursuant to arbitration, you and we agree that the Dispute is subject to the class action waiver provision set forth below.

(c) Informal Dispute Resolution Conference. There may be instances when a Dispute arises between you and us. If that occurs, we are committed to working with you to reach a reasonable resolution. You and we agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and we agree that before either party commences arbitration against the other (or initiates an action in small claims court pursuant to Section 17(b)), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). The party initiating dispute shall provide written notice to the other party describing the facts and circumstances (including any relevant documentation) and must include: (1) your name, telephone number, mailing address, email address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.  Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent to [email protected]..

The notice must specify a proposed date and time when you are available for an Informal Dispute Resolution Conference; however, you agree to cooperate with Pawp in scheduling a mutually agreeable date and time if your proposed date and time is not convenient for Pawp. If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference. The conference shall occur within forty-five (45) days after the other party receives such notice, unless an extension is mutually agreed upon by the parties in writing.  Both you and we agree that this dispute resolution procedure is a condition precedent and requirement which must be satisfied before filing an arbitration demand or otherwise initiating any arbitration against the other party.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section. Failure to appear for the Informal Dispute Resolution Conference without prior notice or extenuating circumstances will be deemed a failure to participate in good faith.

(d) If the Parties are not able to resolve the Dispute through the mandatory informal dispute resolution process referenced above, either party may initiate arbitration of a Dispute, which will be settled by final and binding arbitration, using the English language, administered by AAA under the AAA Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms).  The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The Party initiating arbitration must include as part of the demand a personally signed certification of good faith compliance with the informal dispute resolution process, and we agree that the filing requirements for initiating arbitration will not have been satisfied absent such certification.

Because your contract with us, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Unless you and we agree otherwise, including to conduct the arbitration by telephone or videoconference, any arbitration hearing shall take place in New York City, New York, unless the arbitrator determines that a different location would better serve the convenience of the parties. If you live outside the United States, any arbitration will take place in New York City, New York. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the AAA Rules. Each party is responsible for his, her, their or its own attorneys’ fees and expenses. However, in the event the arbitrator determines the claim you asserted in the arbitration to be frivolous according to Federal Rule of Civil Procedure 11, or brought for an improper purpose, you agree to reimburse us for all fees associated with the arbitration paid by us that you otherwise would have been obligated to pay under the AAA Rules. In determining whether an action is frivolous, the arbitrator may consider whether we have offered you a full refund of the sum you paid for the Service or have otherwise offered full relief to you in relation to your individual claim. If the arbitrator, upon final disposition of the case, finds your Dispute was not frivolous, we will reimburse any filing fees that you paid and were not otherwise reimbursed. Judgment on the arbitration award may be entered in any court that has jurisdiction. Except as stated below under “Batch Arbitration”, any arbitration under these Terms will take place on an individual basis – class and consolidated arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and we are each waiving the right to trial by jury or to participate in a class action or class arbitration.

(e) Batch Arbitration. Notwithstanding any provision to the contrary in the foregoing or in the applicable AAA Rules then in effect, and to the maximum extent permitted by applicable law, you and we agree that, in the event there are 25 or more individual arbitration demands filed within a 90-day period relating to the same or similar facts and asserting the same or similar claims for relief, brought by claimants represented by the same counsel or counsel coordinating with one another, the following rules shall apply:

AAA shall administer the arbitration demands in batches of 25 demands per batch (or as close as possible to 25, where there are fewer than 25 demands to fill a batch).

For each such batch, AAA shall appoint a single arbitrator and resolve the batch as a single consolidated arbitration, with one set of arbitrator fees due per batch (with the same fee schedule being applied to the entire batch as would ordinarily apply to a single arbitration). The parties agree to work cooperatively with the AAA to make filing and administrative fees as minimal as possible; and if such fees exceed $10,000.00 in a matter in which the Batch Arbitration provision applies, the parties agree to resolve their dispute in court rather than in arbitration.

Batches may be arbitrated concurrently. Arbitration awards in one batch shall have no precedential effect on subsequently administered batches.

You and we shall cooperate with one another and with AAA to implement this batch arbitration process in good faith, in the interests of minimizing the costs of arbitration.

Any challenge by a party to the applicability, validity, or enforceability of this batch arbitration provision shall be decided only by a court of competent jurisdiction and not by an arbitrator. In the event that this batch arbitration provision is found to be invalid or unenforceable, or in the event that the AAA declines to implement this batch arbitration provision for any reason, the entire Arbitration Agreement shall be of no force and effect when there are 25 or more individual arbitration demands filed within a 90-day period relating to the same or similar facts and asserting the same or similar claims for relief, brought by claimants represented by the same counsel or counsel coordinating with one another. The class action waiver, however, will still apply to the extent permitted by law.

(f) Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PAWP EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND PAWP AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND PAWP EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, EXCEPT AS SPECIFICALLY PROVIDED FOR BY SECTION 17(e) (Batch Arbitration), THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND PAWP AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION.

Subject to this Arbitration Agreement, the arbitrator 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 the party's individual claim.  Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and we agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated only in the courts provided for.

(g) Severability. With the exception of any of the provisions in Section 17(f) of these Terms ("Class Action Waiver") or Section 17(e) (“Batch Arbitration”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply. For the avoidance of doubt, this means that, if the Class Action Waiver or Batch Arbitration provision are found under the law to be invalid or unenforceable to any extent, then you agree that the entire Arbitration Agreement shall be of no force and effect.

(h) Right to Opt-Out of Arbitration. You have the right to opt out and not be bound by the arbitration provisions and/or the class action waiver set forth in these Terms of Use by sending written notice of your decision to opt-out to:

Pawp, Inc.
447 Broadway, 2nd fl #360
New York, NY 10013

The notice must be sent to Pawp within 30 days of your agreeing to these Terms. Your written notification must include your name and address, as well as a clear statement that you do not wish to resolve Disputes with Pawp through arbitration and/or that you do not agree to the class action waiver. If you do not opt out, you shall be bound to arbitrate Disputes on an individual basis in accordance with the provisions of this Section 17. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt out of these arbitration provisions and/or the Class Action Waiver, Pawp also will not be bound by them. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

(i) Governing Law and Other Terms. This bindingArbitration Agreement and class action waiver are governed by, and interpreted,construed, and enforced in accordance with, the Federal Arbitration Act andother applicable federal law. To the extent state law applies to any aspect ofthis binding Arbitration Agreement and class action waiver, or to any Disputesthat are covered by this binding Arbitration Agreement and/or class actionwaiver, the law of the state of New York will apply.

(II) We will provide notice of any materialchanges to this binding Arbitration Agreement and/or class action waiver (whichmay be satisfied by updating these Terms, unless not otherwise permitted bylaw), in which case you will have the right to opt out of the arbitrationprovisions and/or class action waiver within 30 days after such change,consistent with the terms above.  If youreject any change or update to this Arbitration Agreement, and you were boundby an existing agreement to arbitrate Disputes arising out of or relating inany way to your access to or use of the Services, any communications youreceive, any products sold or distributed through the Services or the Terms,the provisions of this Arbitration Agreement as of the date you first accepted theTerms (or accepted any subsequent changes to the Terms) remain in full forceand effect. We will continue to honor any valid opt outs of the ArbitrationAgreement that you made to a prior version of the Terms.

19. GENERAL TERMS.

(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Pawp and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Pawp and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Pawp’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Pawp may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(b) Notices. Any notices or other communications provided by Pawp under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

(c) Waiver of Rights. Pawp’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Pawp. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

(d) Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Pawp for which monetary damages would not be an adequate remedy and Pawp shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

(e) California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

(f) Export Laws.  You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by Pawp hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

20. CONTACT INFORMATION. If you have any questions about these Terms or the Services, please contact Pawp at [email protected].