Terms and conditions provider

This Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“You”) and Mollycoddle, Inc., a Texas corporation (“Company”).

You acknowledge and agree that Company is a services provider that does not provide veterinary related services.

In order to use Company Services (as hereinafter defined), You must agree to the terms and conditions set forth below. Upon execution (electronic or otherwise) of this Agreement, You and Company shall be bound by the terms and conditions set forth herein.

  1. Definitions.

    “Application” means the mobile or web based application provided by Company that enables providers to access Company Services for the purpose of seeking, receiving, and fulfilling on-demand requests for Services (a hereinafter defined) by Clients, as may be updated or modified from time to time.

    “Cancellation Fee” has the meaning set forth in Section 4.5 of this Agreement.

    “Client” means an end client authorized by Company to use the Company mobile or web application for the purpose of obtaining Services offered by Company’s provider customers.

    “Client Information” means information about a Client made available to You in connection with such Client’s request for and use of Services, which may include the Client’s name, location, contact information, and photo.

    “Company Data” means all data related to the access and use of the Company Services hereunder, including all data related to Clients (including Client Information, as such terms are hereinafter defined), all data related to the provision of Services via Company Services and the Application (as hereinafter defined).

    “Company Marks and Names” has the meaning set forth in Section 5.3 of this Agreement.

    “Company Services” mean Company’s on-demand lead generation and related services licensed by Company that enable providers to seek, receive, and fulfill on-demand requests for services by Clients seeking services; such Company Services includes access to the Application and Company’s software, websites, payment services as described in Section 4 of this Agreement, and related support services systems, as may be updated or modified from time to time.

    “Confidential Information” has the meaning set forth in Section 14.2 of this Agreement.

    “Device” means a device other than a mobile device owned and controlled by You on which the Application has been installed as authorized by Company solely for the purpose of providing Services.

    “Fee” has the meaning set forth in Section 4.1 of this Agreement.

    “Fee Calculation” has the meaning set forth in Section 4.1 of this Agreement.

    “ID” means the identification and password key assigned by Company to You that enables You to use and access the Application.

    “Negotiated Cancellation Fee” has the meaning set forth in Section 4.5 of this Agreement.

    “Permitted Persons” has the meaning set forth in Section 6.2 of this Agreement.

    “Service Fee” has the meaning set forth in Section 4.1 of this Agreement.

    “Services” means the provision of services by You to Clients via Company Services in the territory.

    “Supplemental Terms” has the meaning set forth in Section 14.2 of this Agreement.

    “Tolls” means any applicable road, bridge, ferry, tunnel, and airport charges and fees, including inner-city congestion, environmental, or similar charges as reasonably determined by Company Services based on available information.

    “Vehicle” means a vehicle belonging to You.

    “Your Device” means a mobile device owned or controlled by You: (a) that meets the then current Company specifications for mobile devices as set forth at www.mollycoddleyourpet.com and (b) on which the Application has been installed as authorized by Company solely for the purpose of providing Services.

  2. Use of Company Services.
    1. ID’s. Company will utilize an email address belonging to You as your unique ID to enable You to access and use the Application on Your Device in accordance with this Agreement. Company reserves the right to deactivate your ID if You have not fulfilled a request for Services. You agree that You will maintain your ID in confidence and not share your ID with any third party whatsoever. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your ID or the Application.
    2. Provision of Services. When the Application is active, Client requests for Services may appear to You via the Application if You are available and show as available to provide Services to Clients. If You accept a Client’s request for Services, Company will provide You with Client Information needed to provide services via the Application. You acknowledge and agree that once You have accepted a Client’s request for Services, Company’s Application may provide certain information about you to the Client, including contact information, photo, and location. You shall not contact any Client or use any Client’s personal data for any reason other than for the purposes of fulfilling Services under this Agreement. You acknowledge and agree that: (a) You shall be solely responsible for determining the most effective, efficient, and safe manner to perform each instance of Services and (b) except for Company Services or any Company Devices (if applicable), You shall provide all necessary equipment, tools, and other materials, at Your expense, necessary to perform Services, which may include having someone to assist You.
    3. Your Relationship with Clients. You acknowledge and agree that Services to Clients creates a direct business relationship between you and the Client. Company is not responsible or liable for the actions or inactions of a Client in relation to You, your activities, or your Services. You shall have the sole responsibility for any obligations or liabilities to Clients or third parties that arise from your provision of Services. You acknowledge and agree that You are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a Client or third party. You acknowledge and agree that Company may release your contact and/or license and/or insurance information to a Client upon such Client’s reasonable request.
    4. Your Relationship with Company. You acknowledge and agree that Company’s provision to You of the Company Application and Services creates a direct business relationship between Company and You. Company does not, and shall not be deemed to, direct or control You generally or in your performance under this Agreement specifically, including in connection with your provision of Services. You retain the sole right to determine when, where, and for how long You will utilize the application for Company Services. You retain the option, via the Application, to attempt to accept or to decline or ignore a Client’s request for Services, or to cancel an accepted request for Services via the Application, subject to Company’s then-current cancellation policies.

      With the exception of any signage required by local law or permit/license requirements, Company shall have no right to require You to: (a) display Company’s or any of its affiliates’ names, logos, or colors or (b) wear a uniform or any other clothing displaying Company’s or any of its affiliates’ names, logos, or colors. You acknowledge and agree that You have complete discretion to provide Services or otherwise engage in other business or employment activities. For the sake of clarity, You understand that You retain the complete right to: (i) use other software application services in addition to Company Services and (ii) engage in any other occupation or business. Company retains the right to deactivate or otherwise restrict You from accessing or using the Application or providing Services in the event of a violation or alleged violation of this Agreement; your disparagement of Company or any of its affiliates; or your act or omission that causes harm to Company’s or its affiliates’ brand, reputation, or business as determined by Company in its sole discretion.

    5. Ratings.
      1. You acknowledge and agree that: (a) after receiving Services, a Client will be prompted by the Application to provide a rating of You and such Services and, optionally, to provide comments or feedback about You and such Services and (b) after providing Services, You will be prompted by the Application to provide a rating of the Client and, optionally, to provide comments or feedback about the Client. You shall provide your ratings and feedback in good faith.
      2. You acknowledge that Company desires that Clients have access to high-quality services via the Application. In order to continue to receive access to the Application and Company Services, You must maintain a rating by Clients that exceeds the minimum average acceptable rating established by Company, as may be updated from time to time by Company in its sole discretion. Your average rating is intended to reflect Clients’ satisfaction with your Services rather than your compliance with any of Company’s policies or recommendations. In the event your average rating falls below the accepted level, Company will notify You and may provide You, in Company’s discretion, a limited period of time to raise your rating. If You do not increase your rating within the time period allowed (if any), Company reserves the right to deactivate your access to the Application and Company Services. Additionally, You acknowledge that your repeated failure to accept Client requests for Services creates a negative experience for Clients of the Application. If You do not wish to accept Client requests for Services for a period of time, You agree that You will log off of the Application and update your calendar showing your availability.
      3. Company and its affiliates reserve the right to use, share, and display Client ratings and comments regarding You in any manner in connection with the business of Company and its affiliates without attribution to You or your approval. You acknowledge and agree that Company and its affiliates are distributors (without any obligation to verify) and not publishers of Client ratings and comments regarding You, provided that Company and its affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Company’s or its affiliates’ content policies.
    6. Devices.
      1. You are required to furnish your own Device for providing Services.
      2. You are responsible for the acquisition, cost, and maintenance of Your Devices as well as any necessary wireless data plan and (ii) Company shall make available the Application for installation on Your Device. Company hereby grants You a personal, non-exclusive, non-transferable license to install and use the Application on Your Device solely for the purpose of providing Services. You agree to not provide, distribute, or share, or enable the provision, distribution or sharing of, the Application (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate and You will delete and fully remove the Application from Your Device in the event that You cease to provide Services using your Device. You agree that: (i) use of the Application on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by You at your own expense and (ii) use of the Application on Your Device as an interface with the Company Services may consume very large amounts of data through the data plan. COMPANY ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.
    7. Location Based Services. You acknowledge and agree that your geolocation information must be provided to Company Services via a Device in order to provide Services. You acknowledge and agree that: (a) your geolocation information may be obtained by Company Services while the Application is running and (b) your approximate location may be displayed to the Client before and during the provision of Services to such Client. In addition, Company and its affiliates may monitor, track, and share with third parties your geolocation information obtained by the Application and Device for safety and security purposes.
  3. You and Your Credentials.
    1. Your Requirements. You acknowledge and agree that at all times, You shall: (a) hold and maintain the valid and necessary credentials and/or license(s) required to offer Services You have identified as being eligible for; (b) possess the appropriate and current level of training, expertise, and experience to provide Services in a professional manner with due skill, care, and diligence; and (c) maintain high standards of professionalism, service, and courtesy. You acknowledge and agree that You may be subject to certain background and record checks from time to time in order to qualify to provide, and remain eligible to provide, Services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict You from accessing or using the Application or Company Services if You fail to meet the requirements set forth in this Agreement.’
    2. Documentation. To ensure your compliance with all requirements in Section 3.1 hereinabove, You may be asked to provide Company with written copies of all such credentials, licenses, permits, approvals, authority, registrations, and certifications prior to your provision of any Services. Thereafter, You must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations, and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations, and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Company reserves the right to independently verify your documentation from time to time in any way Company deems appropriate in its reasonable discretion.
  4. Financial Terms.
    1. Fee Calculation and Your Payment. You are entitled to charge a fee for each instance of completed Services provided to a Client that are obtained via the Company Services (“Fee”), where such Fee is calculated based upon your identification of fees (“Fee Calculation”) based on specific Services including, but not limited to, a base “diagnostic” charge. You acknowledge and agree that the Fee provided under the Fee Calculation is the only payment You will receive in connection with the provision of Services, and that neither the Fee nor the Fee Calculation includes any gratuity.

      Company agrees to remit, or cause to be remitted, to You on at least a weekly basis the Fee less the applicable Service Fee (as defined below), depending on the region, certain taxes, and ancillary fees. If You have separately agreed that other amounts may be deducted from the Fee prior to remittance to You, the order of any such deductions from the Fee shall be determined exclusively by Company (as between You and Company).

    2. Changes to Fee Calculation. Company reserves the right to change the Fee Calculation at any time in Company’s discretion based upon local market factors, and Company will provide You with notice in the event of changes to Fees, that would result in a change in the recommended Fee. Continued use of Company Services after any such change in the Fee Calculation shall constitute your consent to such change.
    3. Fee Adjustment. Company reserves the right to adjust the Fee for a particular instance of Services (e.g., You did not provide Services and/or You did not show up at the client’s location, etc.)
    4. Service Fee. In consideration of Company’s provision of the Application and Company Services for the use and benefit of You hereunder, You agree to pay Company a service fee on a per Services transaction basis calculated as a percentage of the Fee determined by the Fee Calculation (regardless of any negotiated Fee), as provided to You via email or otherwise made available electronically by Company from time to time (“Service Fee”). Company reserves the right to change the Service Fee at any time in Company’s discretion based upon local market factors, and Company will provide You with notice in the event of such change. Continued use of the Company Services after any such change in the Service Fee calculation shall constitute your consent to such change.
    5. Cancellation Charges. You acknowledge and agree that Clients may elect to cancel requests for Services that have been accepted by You via the Application at any time prior to your arrival. In the event that a Client cancels an accepted request for Services, Company may, in its sole discretion, charge the Client a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fee for the cancelled Services for the purpose of remittance to You hereunder (“Cancellation Fee”). You acknowledge and agree that as between You and Company, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event You do not negotiate a different amount. You shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee or (ii) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fee for the cancelled Services for the purpose of remittance to You hereunder.
    6. Receipts. As part of Company Services, Company provides You a system for the delivery of receipts to Clients for Services rendered. Upon your completion of Services for a Client, Company prepares an applicable receipt and issues such receipt to the Client via email on your behalf. Such receipts are also provided to You via email or possibly via an online portal available to You through Company Services. Receipts include the breakdown of amounts charged to the Client for Services and may include specific information about You, including your name, contact information, and photo. Any corrections to a Client’s receipt for Services must be submitted to Company in writing within three (3) business days after the completion of such Services. Absent such a notice, Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fee.
    7. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties hereto, through advertising and marketing, Company and its affiliates may seek to attract new Clients to Company and to increase existing Client’s’ use of the Application. You acknowledge and agree that such advertising or marketing does not entitle You to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
    8. Taxes. You acknowledge and agree that You are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Services as required by applicable law and (b) provide Company with all relevant tax information. You further acknowledge and agree that You are responsible for taxes on your own income arising from the performance of Services. Notwithstanding anything to the contrary in this Agreement, Company may, in its reasonable discretion, based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Services and/or provide any of the relevant tax information You have provided pursuant to the foregoing requirements in this Section directly to the applicable governmental tax authorities on your behalf or otherwise.
  5. Proprietary Rights; License.
    1. License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants You a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement to use Company Services (including the Application on a Device) solely for the purpose of providing Services to Clients and tracking resulting Fees. All rights not expressly granted to You are reserved by Company, its affiliates, and their respective licensors.
    2. Restrictions. You shall not, and shall not allow any other party, to: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise provide or make available to any other party Company Services, the Application, or any Company Device in any way; (b) modify or make derivative works based upon Company Services or the Application; (c) improperly use Company Services or the Application, including creating internet “links” to any part of Company Services or the Application, “framing” or “mirroring” any part of Company Services or the Application on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Company Services or application; (d) reverse engineer, decompile, modify, or disassemble Company Services or the Application, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages to any Client. In addition, You shall not, and shall not allow any other party to, access or use Company Services or the Application to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with Company Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of Company Services; or (iv) attempt to gain unauthorized access to the Company Services , the Application, or Company’s related systems or networks.
    3. Ownership. Company Services, the Application, and Company Data, including all intellectual property rights therein, and any Company Devices are and shall remain (as between You and Company) the property of Company, its affiliates or their respective licensors. Neither this Agreement nor your use of Company Services, the Application, or Company Data conveys or grants to You any rights in or related to Company Services, the Application, or Company Data, except for the limited license granted under this Agreement. Other than as specifically permitted by the Company in connection with Company Services, You are not permitted to use or reference in any manner Company’s, its affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights, or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols, and/or designs (“Company Marks and Names”) for any commercial purposes. You agree that You will not try to register or otherwise use and/or claim ownership in any of the Company Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
  6. Confidentiality.
    1. Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party. Confidential Information includes Company Data, certificate or license IDs, Client Information, marketing and business plans, business, financial, technical, operational, and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential (“Confidential Information”).
    2. Disclosure/Use. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents, and service providers (“Permitted Persons”) as necessary to perform its obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
    3. Exclusions. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena, or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
  7. Privacy.
    1. Disclosure of Your Information. Subject to applicable law, Company and its affiliates may, but shall not be required to, provide to You, a Client, an insurance company, relevant authorities, and/or regulatory agencies any information (including personal information [e.g., information obtained about You through any background check] and any Company Data) about You or any Services provided hereunder if: (a) there is a complaint, dispute, or conflict, including an accident, between You and a Client; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s or its affiliates’ sole discretion, by applicable law, or regulatory requirements (e.g., Company or its affiliates receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in Company’s or its Affiliates’ sole discretion, to (1) protect the safety, rights, property, or security of Company or its affiliates, Company Services, or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to Company Services; (3) to detect, prevent, or otherwise address fraud, security, or technical issues; (4) to prevent or stop activity which Company or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in Company’s or its affiliates’ sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use Company Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
    2. Collection of Personal Data. Company and its affiliates may collect your personal data during the course of your application for and/or use of Company Services, and/or may obtain information about You from third parties. Such information may be stored, processed, transferred, and accessed by Company and its affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its affiliates’ legitimate business needs. You expressly consent to such use of personal data.
  8. Insurance.
    1. During the term of this Agreement, You agree to maintain appropriate levels of liability insurance that provide protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements applicable by law. You agree to provide Company and its affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card, and proof of premium payment for the insurance policy required in this Section upon request by the Company or its affiliates. Furthermore, You must provide Company with written notice of cancellation of any insurance policy required by Company. Company shall have no right to control your selection or maintenance of your policy.
    2. During the term of this Agreement, You agree to maintain workers’ compensation insurance as required by all applicable laws in the territory. If permitted by applicable law, You may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, You may choose not to insure yourself against industrial injuries at all, but do so at your own risk.
    3. During the term of this Agreement, Company may maintain insurance related to your provision of Services as determined by Company in its reasonable discretion or as described in a city addendum, provided that Company and its affiliates are not required to provide You with any specific insurance coverage for any loss to You or your vehicle. You are required to promptly notify Company of any accidents that occur while providing Services and to cooperate and provide all necessary information related thereto.
  9. Representations and Warranties; Disclaimers.
    1. By You. You hereby represent and warrant that: (a) You have the full power and authority to enter into this Agreement and perform your obligations hereunder; (b) You have not entered into, and during the term of this Agreement will not enter into, any agreement that would prevent You from complying with this Agreement; and (c) You will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations, and other governmental authorizations necessary to provide (i) Services pursuant to this Agreement and (ii) services to third parties.
    2. Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, COMPANY SERVICES AND THE APPLICATION ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOUR ACCESS TO OR USE OF COMPANY SERVICES AND/OR THE APPLICATION: (A) WILL BE UNINTERRUPTED OR ERROR FREE OR (B) WILL RESULT IN ANY REQUESTS FOR SERVICES. COMPANY AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE CLIENTS WHO MAY REQUEST OR RECEIVE SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE CLIENTS. BY USING COMPANY SERVICES AND THE APPLICATION, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF COMPANY SERVICES OR THE APPLICATION. NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT FOR YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM CLIENTS ON YOUR BEHALF AS SET FORTH IN SECTION 4 HEREOF, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY CLIENT, OR OTHER THIRD PARTY.
    3. No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF COMPANY SERVICES OR THE APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT COMPANY SERVICES AND/OR THE APPLICATION MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE, NETWORK FAILURE, OR THE LIKE). FURTHER, COMPANY SERVICES AND/OR THE APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES, OR LOSSES RESULTING FROM SUCH PROBLEMS.
  10. Indemnification. You shall indemnify, defend (at Company’s option), and hold harmless Company and its affiliates and their respective officers, directors, employees, agents, successors, and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions, and taxes arising out of or related to: (a) the breach of your representations, warranties, or obligations by You under this Agreement or (b) a claim by a third party (including Clients, regulators, and governmental authorities) directly or indirectly related to your provision of Services or use of Company Services. This indemnification provision shall not apply to the breach by You of any representations regarding your status as an independent contractor.
  11. Limits of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 4 HEREOF, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
  12. Term and Termination.
    1. Term. This Agreement shall commence on the date accepted by You and shall continue until terminated as set forth herein.
    2. Termination. Either party may terminate this Agreement: (a) without cause at any time upon a seven (7) day prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party.

      In addition, Company may terminate this Agreement or deactivate your ID immediately, without notice, with respect to You in the event You no longer qualify, under applicable law or the standards and policies of Company and/or its affiliates, to provide Services set forth in this Agreement.
    3. Effect of Termination. Upon termination of the Agreement, You shall immediately delete and fully remove the Application from any Devices and Your Device. Outstanding payment obligations and Sections 1, 2.3, 2.5.3, 4.7, 4.8, 5.2, 6, 7, 9, 10, 11, 13, 14 and 15 shall survive the termination of this Agreement.
  13. Relationship of the Parties.
    1. Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Clients on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and You and (b) no joint venture, partnership, or agency relationship exists between Company and You.
    2. You have no authority to bind Company or its affiliates and You undertake not to hold yourself out as an employee, agent, or authorized representative of Company or its affiliates. Where, by implication of mandatory law or otherwise, You may be deemed an agent or representative of Company, You undertake and agree to indemnify, defend (at Company’s option), and hold Company, its affiliates, respective officers, directors, employees, agents, successors, and assigns harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
  14. Miscellaneous Terms.
    1. Modification. In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on You only upon your acceptance of the modified Agreement. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that by using Company Services, or downloading, installing or using the Application, You are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fee Calculations. Continued use of Company Services or Application after any such changes shall constitute your consent to such changes. Unless changes are made to the dispute resolution provisions in Section 15.2 hereof, You acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of any such dispute resolution.
    2. Supplemental Terms. Supplemental terms may apply to the use of Company Services by You, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
    3. Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
    4. Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided, however, that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an affiliate or (b) to an acquirer of all or substantially all of Company’s business, equity, or assets.
    5. Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to”. Any recitals herein form a part of this Agreement.
    6. Captions. All section captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend, or describe the scope or intent of any provisions hereof.
    7. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement, except as expressly set forth in the dispute resolution process described in Section 15.2. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.
    8. Notices. Any notice delivered by Company to You under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to You on the Company Services. Any notice delivered by You to Company under this Agreement will be delivered by contacting Company at support@mollycoddleyourpet.com in the “Contact Us” section of Company’s website and/or Application.
  15. Governing Law; Mediation.
    1. Governing Law. Accordingly, the interpretation of this Agreement shall be governed by the laws of the State of Texas, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Company Services that are not subject to the dispute resolution clause contained in Section 15.2 shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of Dallas, Texas; however, neither the choice of law provision regarding the interpretation of this Agreement nor the forum selection provision is intended to create any other substantive right to non-Texans to assert claims under Texas law whether that be by statute, common law, or otherwise. These provisions are only intended to specify the use of Texas law to interpret this Agreement and the forum for disputes asserting a breach of this Agreement, and these provisions shall not be interpreted as generally extending Texas law to You if You do not otherwise reside or provide Services in Texas. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of any such right or provision unless acknowledged and agreed to by Company in writing.
    2. Mediation. YOU AGREE THAT, PRIOR TO FILING ANY LAWSUIT AGAINST COMPANY OR ITS AFFILIATES, YOU SHALL SUBMIT ANY CLAIMED DISPUTE FOR MEDIATION BEFORE A MEDIATOR MUTUALLY AGREEABLE TO BOTH PARTIES. THE MEDIATION SHALL TAKE PLACE IN DALLAS, TEXAS. YOUR FAILURE TO ATTEMPT TO MEDIATE IN GOOD FAITH PRIOR TO FILING SUIT SHALL RESULT IN LIQUIDATED DAMAGES PAYABLE TO COMPANY IN THE SUM OF TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00), SUCH SUM BEING A REASONABLE ESTIMATE OF COMPANY’S LIKELY COSTS AND DAMAGES AS A RESULT OF YOUR FAILURE TO ATTEMPT TO MEDIATE IN GOOD FAITH PRIOR TO FILING SUIT.

By clicking “I accept”, You expressly acknowledge that You have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement; You agree to be bound by all the terms and conditions of this Agreement; You are legally competent to enter into this Agreement; and You have the full power and authority to enter into this Agreement and perform your obligations hereunder.

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