Payment Terms

Last Modified: October 1, 2017

Campaign Organizer Terms of Use

Donor Terms of Use

Services Terms of Use

By clicking on the “Agree” button or other form of acknowledgement, you (“as further defined below, a “Campaign Organizer”) hereby agree to the terms and conditions of these Services Terms of Use (the "Services Terms") on the date hereof (the "Effective Date") and apply to the use of the Services (as defined below) offered, by Waggle Care, Inc., a Connecticut benefit corporation ( “Waggle” and, with Campaign Organizer, a “Party” and, collectively, the “Parties”).

Background:

Waggle provides a donation-based crowd-funding service for veterinary care, as further described in the Documentation (as defined below) and these Services Terms (collectively, the "Services"). The Services are provided via an online platform that consists of the website www.waggle.org and any applicable subdomains thereof, and through any applications, mobile applications, functionalities, content, materials, or other online services provided by Waggle (the “Site”). As a veterinary care provider or a guardian/owner of a pet that needs veterinary care, Campaign Organizer desires to use, and Waggle agrees to provide, the Services to facilitate the solicitation and processing of funds needed to provide such care, subject to the terms and conditions of these Services Terms, the Website Terms of Use and the Waggle Privacy Policy (each as defined below), and the terms of any third party payment processing service (“Payment Processor”) described and cross referenced in the Website Terms of Use (as amended from time to time, the “Payment Processing Terms”).

Terms and Conditions

1. Definitions.

As used herein, “We” and “Our,” whether uppercase or lowercase, shall refer to Waggle, and “You” and “Your,” whether uppercase or lowercase, shall refer to Campaign Organizer. In addition, capitalized terms not otherwise defined herein shall have the meaning set forth in this Section 1.

"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Services.

“Authorized User” means an individual who is authorized by you, in compliance with the procedures described in the Documentation, to use the Services and Site as your Representative.

“Campaign” means a fundraising campaign for veterinary care that you have organized using the Site and our Services.

"Campaign Organizer" means (i) a veterinary organization or facility, a pet-related non-profit organization, or other referral source or partner of ours that refers pet guardians to us to use our donor-based fundraising services; or (ii) a pet guardian that that uses our donor-based fundraising Services.

"Campaign Organizer Data" means, other than Resultant Data, information, data and other content, in any form or medium, which is collected, downloaded or otherwise received, directly or indirectly from you through the Services.

"Disabling Device" means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by us to disable your access to or use of the Services or the Site.

"Documentation" means any manuals, instructions or other documents or materials that we provide or makes available you via the Site or in any other form or medium that describe the functionality, components, features or requirements of the Services or the Site, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

"Donor" means any Person that uses the Services to fund or contribute to a crowd-funding campaign organized to provide for pet care.

"Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent you from accessing or using the Services or the Site as intended by these Services Terms. Harmful Code does not include any Disabling Device.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

Campaign Organizer these Services Terms

"Permitted Use" means any use of the Services or the Site by you, in compliance with these Services Terms and the Website Terms of Use, solely for the purpose of raising funds to provide for a pet’s veterinary care.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

"Privacy Policy" means our Privacy Policy, as may be modified by us from time to time.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. "Processing" and "Processed" have correlative meanings.

"Representatives" means, with respect to a party, that party's employees, officers, directors, managers, consultants, agents, independent contractors, service providers, sublicensees, subcontractors and legal advisors.

"Resultant Data" means information, data and other content that is derived by or through the Services from Processing Campaign Organizer Data and is sufficiently different from such Campaign Organizer Data that such data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.

"Specifications" means the specifications for the Services set forth in the Documentation.

"Third Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to us.

"Waggle Materials" means the Site and all software, Documentation and systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, and any improvements or upgrades thereto, that are provided or used by use or any Subcontractor in connection with the Services and the Site or otherwise comprise or relate to the Services or the Site. For the avoidance of doubt, Waggle Materials include Resultant Data and any information, data or other content derived from our monitoring of Campaign Organizer's access to or use of the Services, but do not include Campaign Organizer Data.

“Website Terms of Use” means the terms of use for the Site at waggle-terms.html, as may be modified by us from time to time.

2. Services.

2.1 Services; Exculpatory Conditions. Subject to and conditioned on you and your Authorized User’s compliance with these Services Terms, during the Term we shall use commercially reasonable efforts to provide the Services in accordance with the Specifications and these Services Terms 24 hours per day, seven days per week every day of the year, except for (i) scheduled downtime, (ii) Service downtime or degradation due to a Force Majeure Event, (iii) your misuse of the Services or the Site other than in compliance with the express terms of these Services Terms and the Specifications, or (iv) any suspension or termination of your access to or use of the Services and the Site as permitted by these Services Terms or the Website Terms of Use. We are not responsible or liable for any delay or failure of performance caused in whole or in part by your or your Authorized Users’ delay in performing, or failure to perform, any of your respective obligations under these Services Terms or the Website Terms of Use (each, a "Campaign Organizer Failure").

2.2 Service and System Control. Except as otherwise expressly provided in these Services Terms, as between the Parties (i) we have and will retain sole control over, and be responsible for, the operation, provision, maintenance and management of the Services and Waggle Material, and (ii) you have and will retain sole control over, and be responsible for, the operation, maintenance and management of, the Campaign Organizer System (as defined below) and for the other matter identified in Section 5.2.

2.3 Changes; Subcontractors.. We reserve the right, in our sole discretion, to make any changes to the Services, the Site and Waggle Materials that we deem necessary or useful. We may from time to time in our discretion engage third parties to perform Services or assist in the operation of the Site (each, a "Subcontractor"). The Payment Processor is not an employee, Subcontractor or agent of Waggle, and by using the Service you agree that (i) we are not responsible for any actions or failures to act of the Payment Processor and (ii) your relationship with the Payment Processor is governed solely by the Payment Processing Terms.

2.4 Suspension or Termination of Services. We may, by use of a Disabling Device or any other lawful means, suspend, terminate or otherwise deny you or any other Person access to or use of all or any part of the Services, the Site or Waggle Materials, without incurring any resulting obligation or liability, if: (a) we receive a judicial or other governmental demand, order or request that we believe requires us to do so; or (b) we reasonably determine that: (i) you or your Authorized Users have failed to comply with any term of these Services Terms; (ii) you or your Authorized Users have been involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) these Services Terms expires or is terminated. This Section 2.4 does not limit any of our other rights or remedies, whether at law, in equity or under these Services Terms.

3. Authorization and Campaign Organizer Restrictions.

3.1 Authorization; Intellectual Property Rights. Subject to and conditioned on your and your Authorized Users’ compliance with these Services Terms, during the Term we hereby authorize you and your Authorized Users to access and use the Services and the Site solely for the Permitted Uses and in accordance with the Specifications. This authorization is non-exclusive and non-transferable. You shall be responsible for compliance by your Authorized Users with the terms of these Services Terms.

3.2 Authorization Limitations and Restrictions. You shall not, and shall not permit your Authorized Users or any other Person to, access or use the Services or Waggle Materials except as expressly permitted by these Services Terms and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as these Services Terms expressly permit:

(a) copy, modify or create derivative works or improvements of the Services or Waggle Materials;

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Waggle Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Waggle Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Services or Waggle Materials;

(e) input, upload, transmit or otherwise provide to or through the Services or the Site, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;

(f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services or the Site;

(g) remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Waggle Materials, including any copy thereof;

(h) access or use the Services or Waggle Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Provider customer), or that violates any applicable Law;

(i) access or use the Services or Waggle Materials for purposes of competitive analysis of the Services or Waggle Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage;

(j) otherwise access or use the Services or Waggle Materials beyond the scope of the authorization granted under Section 3.1.

4. Campaign Organizer Obligations.

4.1 Corrective Action and Notice. If you become aware of any actual or threatened activity prohibited by Section 3.2, you agree to promptly (i) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Waggle Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access) and (ii) notify us of any such actual or threatened activity.

5. Security.

5.1 Provider Systems and Security Obligations. We will employ commercially reasonable security measures for the Site and the protection of Campaign Organizer Data processed by us in connection with the Services.

5.2 Campaign Organizer Control and Responsibility. Notwithstanding Section 5.1., as between you and Waggle, you have and will retain sole responsibility for: (i) all Campaign Organizer Data, including its content and use, (ii) all information, instructions and materials provided by or on behalf of your or your Authorized Users in connection with the Services and the Site, (iii) your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services ("Campaign Organizer Systems"), (iv) the security and use of Access Credentials by your and your Authorized Users, and (v) the results of your and your Authorized Users’ use of the Services and the Site and the Payment Processor’s services.

5.3 Access and Security. You shall employ commercially reasonable safeguards to protect against the misuses of the Service and the Site, including Access Controls. Any actions that we take based on instructions from Authorized Users that are authenticated through the Access Controls shall be your responsibility.

6. Fees Taxes.

We do not charge you any fees for using the Services or for initiating a Campaign. Campaign Organizer understands that Donors may pay a transaction fee (the “Fee”). All Fees and other amounts payable by the Donor under these Services Terms are exclusive of taxes and similar assessments. Donor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Donor hereunder, other than any taxes imposed on Provider's income. For information on taxes related to donations received through the use of the Services, please see “Taxes” under Donor Terms of Use.

7. Intellectual Property Rights.

7.1 Services and Waggle Materials. All rights, title and interest in and to the Services and Waggle Materials, including all Intellectual Property Rights therein, are and will remain with Provider and the respective rights holders in the Third-Party Materials. By allowing you to use the Services and the Site, we are not granting you any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, the Site or the Waggle Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise.

7.2 Campaign Organizer Data. As between the Parties, you are and will remain the sole and exclusive owner of all right, title and interest in and to all Campaign Organizer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 7.3. Notwithstanding the foregoing, we may aggregate anonymous statistical data regarding use and functioning of its system by its various users; such aggregated statistical data will be the sole property of Provider.

7.3 Consent to Use Campaign Organizer Data. You hereby irrevocably grant to us, our Subcontractors and Representatives and the Payment Processor all such rights and permissions in or relating to Campaign Organizer Data (i) necessary or useful to perform the Services, (ii) as set forth in, or as necessary to comply with, the Privacy Policy; and (ii) necessary or useful to enforce these Services Terms and the Website Terms of Use and exercise our rights hereunder and thereunder.

8. Confidentiality.

8.1 Confidential Information. In connection with these Services Terms, each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 8.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as "confidential". Without limiting the foregoing, all Waggle Materials are our Confidential Information.

8.2 Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with these Services Terms; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with these Services Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. In addition, we may provide information about the terms of this agreement to (i) any Subcontractor or (ii) any prospective finance source or purchaser or assignee of our business. 8.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Services Terms;

(b) except as may be permitted by and subject to its compliance with Section 8.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with these Services Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 8.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 8.3;

(c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and

(d) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 8.

8.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 8.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 8.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

9. Applicability and Termination.

9.1 Applicability. These Services Terms apply to any Campaign you organize using the Site.

9.2 Termination. In addition to any other express termination right set forth elsewhere in these Services Terms:

(a) we may terminate an active Campaign, effective on written notice to you, if (i) you breach these Service Terms or the Website Terms of Use, including any of your obligations hereunder or thereunder, or if your become insolvent or generally unable to pay, or fail to pay, your debts as they become due; or (ii) you file or have filed against you, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;

(b) we may refuse to open a new Campaign for you, at our sole discretion; and

(c) you may terminate an active Campaign on thirty (30) days’ written notice to us, subject to Section 9.3 and the notice requirements in the Website Terms of Use and the Documentation.

9.3 Effect of Expiration or Termination. Upon the termination of all active Campaigns you have organized, except as expressly otherwise provided in these Services Terms:

(a) all rights, licenses, consents and authorizations granted by Waggle to you hereunder will immediately terminate;

(b) we shall immediately cease all use of any Campaign Organizer Data or your Confidential Information, provided that, for clarity, (i) we may confidentially retain archival copies of such materials consistent with our records retention policies, our obligations to Subcontractors and third parties (including Donors), and applicable Law; our obligations under this Section 9.2(b) do not apply to any Resultant Data;

(c) you shall immediately cease all use of any Services, the Site and all Waggle Materials; and,

(d) we may disable your and your Authorized User's access to the Services, the Site and Waggle Materials.

9.4 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in these Services Terms that, by its nature, should survive termination or expiration of a Campaign, will survive any expiration or termination of Campaigns that you have organized: Section 3.2, Section 8, Section 9.3, this Section 9.4, Section 10, Section 11, Section 12 and Section 14.

10. Representations and Warranties.

10.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (i) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization, and (ii) subject to the limitations in Section11.2, it has the full right, power and authority to enter into and perform its obligations under these Services Terms.

10.2 Additional Campaign Organizer Representations, Warranties and Covenants. You represent, warrant and covenant to that:

(a) all information you provide to us or post to the Site in connection with a Campaign is accurate, complete, and not otherwise misleading, and it is not designed to mislead, defraud, or deceive any Donor, and that you will update any such information as needed to ensure that the foregoing remain true while any Campaign is active;

(b) all donations contributed to your Campaign(s) will be used solely as described in the materials that you post on the Site describing such Campaign(s);

(c) you will comply with your jurisdiction’s applicable laws and regulations when you solicit funds for a Campaign, particularly, but not limited to, laws relating to marketing and solicitation;

(d) you own or otherwise have and will have the right to allow us to Process Campaign Organizer Data and Donor Data that you provide when providing the Services and otherwise to use such data as permitted by these Services Terms; and

(e) the execution and delivery, or acceptance, of these Services Terms by you has been duly authorized by all necessary corporate or organizational action and, when so executed and delivered or accepted, these Services Terms will constitute your legal, valid and binding obligations, enforceable against you in accordance with their terms.

10.3 Certain Waggle Disclaimers.

(a) The Services are an administrative platform only. We facilitate donation transactions between Campaign Organizers and Donors, but are not a party to any agreement between a Campaign Organizer and a Donor.

(b) We are not a broker, agent, financial institution, creditor or insurer for any Person and do not process donations.

(c) We have no control over the conduct of, or any information provided by, a Campaign Organizer or Donor, and we hereby disclaim all liability for the actions or failures to act of all Campaign Organizers, Donor and other third parties, including the Payment Processor, to the fullest extent permitted by applicable Law.

(d) Our only obligation is to make the funds that are donated and processed by the Payment Processor in connection with a Campaign available for the purposes described in the Campaign. We do not guarantee that a Campaign will obtain a certain amount of donations or any donations at all. We do not guarantee that donations received will be sufficient to cover the actual costs for the care described in a Campaign or for any other care that may be required for the pet(s) described in a Campaign, and in no event will be liable, except out of such processed donations, for covering such costs.

(e) We do not personally endorse any Campaign or Campaign Organizer or Donor, and we make no guarantee that any information provided by a Campaign Organizer or Donor is accurate or not materially misleading.

(f) We expressly disclaim any liability or responsibility for the success of any Campaign, or the outcome of any fundraising purpose.

10.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10.1, ALL SERVICES AND WAGGLE MATERIALS ARE PROVIDED "AS IS" AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES OR WAGGLE MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

11. Indemnification; Infringement.

11.1 Indemnification. You shall indemnify and hold harmless Waggle and its licensors, Representatives and Subcontractors (“Waggle Indemnitees”) from and against Losses (including legal fees and costs to enforce this provision) that Waggle Indemnitees suffer, incur, or pay as a result of any third party Claim or Claim between the Parties relating to or arising out of your use of the Services or the Site, with the exception of any Claims covered solely and explicitly by Section 11.2 below. Any expenses (including legal fees and costs) incurred by Waggle Indemnitees in defending or responding to any Claims (or in enforcing this provision) shall be paid by you on a quarterly basis prior to the final disposition of such matter upon receipt by you of an undertaking by us to repay such amount if it shall be determined that the Waggle Indemnitee is not entitled to be indemnified. For purposes of this Section 11.1, (i) “Losses” means any and all compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced or other damages, settlement payments, attorneys’ fees, costs, damages, charges, expenses, interest, applicable taxes or other losses of any kind and (ii) “Claims” means any civil, criminal, regulatory or administrative lawsuit, allegation, demand, claim, counterclaim, action, dispute, sanction, suit, request, inquiry, investigation, arbitration or proceeding, in each case, made, asserted, commenced or threatened by any Person (including any Government Authority) arising out of the subject matter of, or in any way related to, the Services or the Site.

11.2 If any of the Services or Waggle Materials are, or in our opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Rights, we shall, at our option and sole cost and expense, (i) obtain the right for you to continue to use the Services and Waggle Materials materially as contemplated by these Services Terms, (ii) modify or replace the Services and Waggle Materials, in whole or in part, to seek to make the Services and Waggle Materials (as so modified or replaced) non-infringing, in which case such modifications or replacements will constitute Services and Waggle Materials, as applicable, under these Services Terms, or (iii) by notice to you, terminate any or all active Campaigns and require you to immediately cease any use of the Services and Waggle Materials.

THIS SECTION 11.2 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE SERVICES OR WAGGLE MATERIALS INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

12. Limitations of Liability.

Subject to applicable Law:

12.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, REPRESENTATIVES OR SUBCONTRACTORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (d) ACTION OR INACTION OF ANY DONOR OR THE PAYMENT PROCESSOR, OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12.2 CAP ON MONETARY LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF WAGGLE AND ITS LICENSORS, REPRESENTAYIVES AND SUBCONTRACTORS UNDER OR IN CONNECTION WITH THESE SERVICES TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED $1,000.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13. Force Majeure.

In no event will we be liable or responsible to you, or be deemed to have defaulted under or breached these Services Terms, for any failure or delay in fulfilling or performing any term of these Services Terms when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

14. Miscellaneous.

The relationship between the parties is that of independent contractors. Nothing contained in these Services Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to these Services Terms or otherwise use the other Party's trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that we may, without your consent, (i) issue a press release describing your use of the Services and include your name in our list of our current or former customers in promotional and marketing materials and (ii) otherwise use your name as reasonably necessary to provide the Services. All notices, requests, consents, claims, demands, waivers, and other communications between us shall be subject to the provisions of, and the procedures described in, the Website Terms of Use. The headings in these Services Terms are for reference only and do not affect the interpretation of these Services Terms. These Service Terms constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Services Terms and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. You may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Services Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without our prior written consent. These Services Terms are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. These Services Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Services Terms. No amendment to or modification of or rescission, termination or discharge of these Services Terms is effective unless it is in writing and signed by each party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. If any provision of these Services Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Services Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these Services Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. This Agreement is governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Connecticut. Any legal suit, action or proceeding arising out of or related to these Services Terms or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Connecticut in each case located in the city of closest to the headquarters of the business, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Services Terms or the transactions contemplated hereby.

Donor Terms of Use

By clicking on the “Agree” button or other form of acknowledgement, you (as further defined below, a “Donor”) hereby agree to the terms and conditions of these Terms of Use (the "Donor Terms") applicable to the Services and the Site (each as defined below) operated by Waggle Care, Inc. (with its and its successors and assigns, “Waggle”.

Waggle provides a donation-based crowd-funding service for veterinary care (the "Services"). The Services are provided via an online platform that consists of the website www.waggle.com and any applicable subdomains thereof, and through any applications, mobile applications, functionalities, content, materials, or other online services provided by Waggle (the “Site”). Campaign Organizers (as defined below) use the Services to organize Campaigns and solicit funds needed to provide veterinary care for pets.

You wish to make a donation to a Campaign. Your use of the Services and the Site for that purpose is subject to (i) these Donor Terms, (ii) the Website Terms and the Waggle Privacy Policy (each as defined below), and (iii) the terms of any third party payment processing service (“Payment Processor”) described and cross referenced in the Website Terms of Use (as amended from time to time, the “Payment Processing Terms”).

TERMS AND CONDITIONS

1. Definitions.

As used herein, “We” and “Our,” whether uppercase or lowercase, shall refer to Waggle, and “You” and “Your,” whether uppercase or lowercase, shall refer to Campaign Organizer. In addition, capitalized terms not otherwise defined herein shall have the meaning set forth in this Section 1.

“Campaign” means a fundraising campaign for veterinary care that you have organized using the Site and our Services.

"Campaign Organizer". means (i) a veterinary organization or facility, a pet-related non-profit organization, or other referral source or partner of ours that refers pet guardians to us to use our donor-based fundraising services; or (ii) a pet guardian that that uses our donor-based fundraising Services.

"Donor" means any Person that uses the Services to fund or contribute to a crowd-funding campaign organized to provide for pet care.

"Donor Data" means, other than Resultant Data, information, data and other content, in any form or medium, which is collected, downloaded or otherwise received, directly or indirectly from you through the Services.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

"Privacy Policy" means our Privacy Policy, as may be modified by us from time to time.

“Website Terms of Use” means the Terms of Use for the Site, as may be modified by us from time to time.

2. Charitable Giving:

Campaigns are not charities to which you can make tax-deductible charitable contributions. As used in these Donor Terms, the term "Campaign" does not refer to a charity, and you acknowledge that contributions to Campaigns are not deductible under your jurisdiction’s applicable tax laws and regulations.

3. The Services are a Platform;

We are not a Broker, Financial Institution, Creditor or Charitable Institution: The Services are an administrative platform only. We facilitate donation transactions between Campaign Organizers and Donors, but are not a party to any agreement between a Campaign Organizer and a Donor. We are not a broker, agent, financial institution, creditor or insurer for any Person and do not process donations. We have no control over the conduct of, or any information provided by, a Campaign Organizer or Donor, and we hereby disclaim all liability for the actions or failures to act of all Campaign Organizers, Donor and other third parties, including the Payment Processor, to the fullest extent permitted by applicable Law. We do not guarantee that a Campaign will obtain a certain amount of donations or any donations at all. We do not personally endorse any Campaign or Campaign Organizer, or Donor, and we make no guarantee, explicit or implied, that any information provided through the Services by a Campaign Organizer or Donor is accurate or not materially misleading. We expressly disclaim any liability or responsibility for the success of any Campaign, or the outcome of any fundraising purpose. You, as a Donor, must make the final determination as to the value and appropriateness of contributing to any Campaign or Campaign Organizer.

We do not and cannot verify the information that Campaign Organizers supply, nor do we guarantee that the donations will be used in accordance with any fundraising purpose prescribed by a Campaign Organizer. We assume no responsibility to verify whether the donations are used in accordance with any applicable laws; such responsibility rests solely with the Campaign Organizer. Although we have no obligation to verify that the use of any funds raised is in accordance with applicable law and these Services Terms, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a Campaign Organizer is not raising or using the funds for their stated purpose, please alert our team of this potential issue using the “Contact Us” resources described in the Website Terms of Use and we will investigate.

Your Registration Obligations: You may be required to register with Waggle in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services' registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under the age of majority in your jurisdiction (typically 18 or 19 years of age), you may use the Services, with or without registering, only with the approval of your parent or guardian.

Taxes: It is your responsibility to determine what, if any, taxes apply to the donations you receive through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Waggle of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you sign out from your account at the end of each session when accessing the Services. Waggle will not be liable for any loss or damage arising from your failure to comply with this Section.

Public Display of Donations: As a Donor, you have the option to publicly display your donation for all to see, including on search engines (e.g., Google and Yahoo). To keep the details of your Donation private, simply click the "Private" checkbox during the donation process. Please see our Privacy Policy for more information on the ways that we may collect, use, and store certain information about you and your use of the Services.

Donations: In order to contribute to a Campaign, a Donor will be required to provide Waggle information regarding its credit card or other payment instrument. You, as a Donor, represent and warrant to Waggle that such information is true and that you are authorized to use the payment instrument. You agree that a certain minimum donation amount may apply, and that all donation payments are final and will not be refunded unless Waggle, in its sole discretion, agrees to issue a refund. Donors may have the option to contribute recurring period donations, and in electing to contribute on a recurring basis, you, as a Donor (i) agree to promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur and to pay the donation amount that you specify, and (ii) hereby authorize Waggle to bill your payment instrument in advance on a periodic basis until you terminate such periodic payments, which can be done at any time through the Platform. You understand that you will be required to pay a transaction Fee.

Fees: Waggle does not charge the Campaign Organizer any fees for using the Services or for initiating a Campaign. You understand that Donors may pay a transaction fee (the “Fee”).

No Responsibility for Payment Processors. We use a third party payment processing service (“Payment Processor”) to process donations. The Payment Processor is not an employee, Subcontractor or agent of Waggle, and by using the Service you agree that (i) we are not responsible for any actions or failures to act of the Payment Processor and (ii) your relationship with the Payment Processor is governed solely by the terms of service governing the Payment Processor’s services described and cross referenced in the Website Terms of Use.