TERMS OF SERVICE

 

Last Updated: February 12, 2022

 

• Introduction

 

Breed Science, Inc. (“Breed Science,” “we,” “us,” “our”) welcomes you. These Terms of Service (“Terms”) explain how you can subscribe for fresh dog food meal plan delivery service that we make available to you through our website located at https://breedscience.com/ (the “Site”) and through our mobile application “Breed Science” (the “App”). Both the Site and the App allow subscribers to access our health and wellness platform, including its dashboard, set up their own customer accounts, place dog food delivery orders, connect with their pets’ veterinarians, and connect to smart devices (we refer to such subscription, delivery and informational services collectively as the “Services”).

 

• Acceptance of the Terms

 

Breed Science’s Privacy Policy, found at https://breedscience.com/privacy-policy/, is hereby incorporated into these Terms. Please read it carefully for details relating to the collection, use, and disclosure of your personal information.

Your use of the Site, the App, and the Services are subject to these Terms. BY USING THE SERVICES, YOU AGREE TO, AND WILL BE DEEMED TO BE BOUND BY, THESE TERMS. If you do not want to be bound by these Terms or the Privacy Policy, please do not use the Services, do not access our Site and do not download and install our App. Additionally, by submitting your application to obtain a customer account with us (an “Account”), you signify that you have read, understood, and agree to be bound by the terms of Shopify as the financial service provider for your Account. You also agree to receive all notices and other communications from us electronically.

If you do not accept these Terms or if you are not authorized or eligible to be bound by them, you may not access the Site, download our App, and access and use our Services. Your continued use of the Site, the App, and the Services manifests your acceptance of these Terms, as revised from time to time.

NOTICE REGARDING DISPUTE RESOLUTION FOR THE USERS: THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING AN OBLIGATION TO ARBITRATE DISPUTES, WHICH WILL, SUBJECT TO LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING ARBITRATION, UNLESS YOU OPT-OUT. UNLESS YOU OPT-OUT OF ARBITRATION: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

 

• Modifications

 

We may occasionally modify the Terms and the Privacy Policy. You can determine when such documents were last revised by referring to the “Last Updated” legend at the top of the page. If you continue to use the Services after the changes become effective, then you agree to the revised Terms. You agree that these Terms shall supersede any prior agreements (except as specifically stated herein) and shall govern your entire relationship with us, including but not limited to events, agreements, and conduct preceding your acceptance of these Terms.

• Use of the Services

 

• Eligibility

 

Use of the App or the Site by anyone under the age of 13 is prohibited. By using the App or the Site, you represent and warrant that you are at least 13 years of age. Additionally, the Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You may only use the Services in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

 

• Registration and Subscription

 

In order to start your ongoing bi-weekly subscription, you must create an Account in the App or on our Site. To register, you must provide information about your dog (including its name and size), your selected subscription plan and shipping information including your address and billing information, and your valid email address and password to create your login profile. All information that you provide to us, including your credit card information, is subject to our Privacy Policy. You are responsible for keeping your registration information up to date through the member account management area in the App or on the Site. As a registered user of Breed Science, you agree to receive emails promoting any special offer(s), including third party offers. We may from time to time send you our newsletter or similar communications. You may opt-out from receiving special promotions or our newsletter by unsubscribing using the appropriate link provided in the applicable e-mail correspondence. You cannot opt-out of certain e-mails regarding transactions you enter into with us.

 

• Billing and Payments

 

The price of the Services and/or Products is payable in full before each delivery. When you first sign up for a subscription plan with Breed Science (a “Plan”), you are charged only for the first delivery under the Plan at the time of your Plan selection. All Plans are continuous AUTO-RENEWING subscription plans, and you will be charged the applicable price listed for the Plan that you select on a bi-weekly (every two weeks) basis, based on your selected plan until your subscription is cancelled. If you wish to pause, cancel or modify your subscription to a Plan, you can do so at any time as described below; however, except as noted otherwise below, any amounts charged to or paid by you prior to such pause or cancellation will not be refunded, and pauses or cancellations may not impact any order for which you have already been charged, depending on the state of the order. You authorize us to continue billing the credit card on file bi-weekly during the term of your Plan until and unless the Plan ends or is paused or cancelled in accordance with the foregoing guidelines and policies. It is your responsibility to keep your payment method up-to-date, as well as to cancel your subscription as described in the password-protected member account management area should you wish to discontinue your bi-weekly purchase of Products.

 

We may change the price of a Plan, introduce new Plans, or remove Plans from time to time, and will communicate any price or Plan changes to you in advance. Price and Plan changes will take effect as of the next billing period following the date on which we provided notice to you of the price or Plan change. By continuing to use Breed Science after the effective date of a price or Plan change, you indicate your acceptance of such price or Plan change. If you do not agree with a price or Plan change, you have the right to reject the change by canceling your subscription(s) prior to the effective date of the price or Plan change. Please make sure you read any notifications of price or Plan changes carefully.

 

Payment processing for the Services is provided by Shopify, Inc. or such other third party payment processor as we may utilize from time to time (“Payment Processor”). Breed Science does not collect or store your credit card information. You can find out more about both our privacy practices and our Payment Processor’s privacy practice in our Privacy Policy and the links therein. By providing a credit card or other payment method accepted by Breed Science, you represent and warrant that you are authorized to use the designated payment method and that you authorize our Payment Processor to charge your payment method for the total amount of your transaction and any applicable fees (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended or cancelled. You must resolve any problem we or our Payment Processor encounters in order to proceed with your use of your account.

 

• Pausing or Canceling a Subscription

 

Following your Plan selection and placement and receipt of your first bi-weekly order, you may pause or cancel a subscription to a Plan at any time online by managing your account in the App or at our Site, or by emailing us at info@breedscience.com. Please note, however, that any amounts charged to or paid by you prior to such pause or cancellation will not be refunded, and a pause or cancellation may not impact any active order for which you have already been charged, depending on the status of the order. Additional guidelines and policies for pausing or cancellation of the services available in the password-protected member account management area.

To avoid being charged for placed orders that you no longer wish to receive in the event of a subscription pause, you must pause prior to the date when you are to be charged for your next order, which is emailed to you at least 24 hours prior to the card being charged. The charge is typically 4-5 days before your expected delivery, depending on your specified deadline, but can vary depending on shipping length and other factors.

 

If you cancel a subscription to a plan before receiving your first order, your first order may or may not be cancelled and related amounts paid may or may not be refunded to you, depending on factors including the state of your orders in our production process, and any promotions applied. You will be notified if any of your charged orders will be cancelled and refunded, or if you will still receive the order after cancellation.

 

• Deliveries

 

As a subscribed Breed Science member, at the bi-weekly intervals, we will ship you a package with the meals specified in your selected subscription plan (“Products”). BY SUBSCRIBING YOU AGREE TO PAY THE SUBSCRIPTION FEE APPLICABLE TO YOUR SUBSCRIPTION PLAN.

 

• Shipping and Risk of Loss; Taxes

 

Unless otherwise indicated at the time of your purchase, shipping and handling fees are included with your order. Shipping dates and/or arrival times are only estimates. You must notify us within 30 days of the date of your purchase if you believe all or part of your order is missing or damaged. Replacement of Products and credits to your account for shipped Products claimed as not received are subject to our investigation, which may include postal-service notification. We will adjust your account at our discretion. Repeated claims of undelivered Products may result in the cancellation of your subscription. You may be charged, and are solely responsible for, applicable local and state sales tax, if applicable.

 

• Returns and Exchanges

 

As the Products are perishable food items, Products may not be returned or exchanged. If you have concerns or problems with the Products you receive, please contact us at info@breedscience.com and we will attempt to resolve the issue. We will not issue any refunds for the Products or Services except at our sole discretion.

 

• Errors; Inaccuracies; Omissions

 

Occasionally there may be information in the App or on the Site that contains typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information in the App or on the Site is inaccurate at any time without prior notice (including after you have submitted your order).

 

• No Veterinarian Advice

 

You acknowledge and agree that our App and our Site and all Breed Science Content are intended for general consumer informational purposes only; that neither the App nor the Site nor any Breed Science Content are intended to constitute, and do not constitute, the practice or furnishing of medical, veterinarian, or professional health care advice, diagnosis, consultation, treatment, content, or data; and that you will always consult with your pet’s qualified provider for medical or health care advice, diagnosis, consultation, treatment, content, and data.

 

You also acknowledge and agree that if we provide names of any medical or health care provider or other directories or locators (including, without limitation, their contents and results), such information is intended for general consumer informational purposes only, and does not imply our endorsement of, or that we have any association whatsoever with, such providers.

 

• Security

 

You agree to be responsible for: (a) the accuracy of all information that you provide to us; (b) any actions or failure to act of those using your credentials to access your Account; (c) maintaining the confidentiality and security of any passwords or other Account identifiers that you choose or that are assigned to you; and (d) all activities that occur under such password(s) or Account(s). It is your responsibility to keep your username and any password confidential and secure.  In the event that your Account, username or password is used without your consent or that you discover any other breach of security, you agree to promptly notify us using the contact information specified below. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your Account after you have reported a breach of security to us.

 

We reserve the right to suspend or terminate your Account and your use of the Services.

 

• Intellectual Property

 

The App and the Site contain trademarks and service marks owned by us or other third parties. Unless specifically noted that such trademarks or service marks belong to a third party, we own all trademarks and service marks displayed in the App and the Site, whether registered or unregistered, including but not limited to, the name “Breed Science”, our logo, our design patterns and our other graphics, the App and the Site trade dress, and other indicia of origin of our Services. The use of our intellectual property is strictly prohibited, unless we have granted our prior written consent.

 

The content of the App and the Site, including text, graphics, logos, button icons, images, data compilations, and any other works of authorship, both individually and as they are compiled on the App and the Site, and software used in the App and the Site, are the property of Breed Science or third parties, and are protected by copyright and other United States and foreign intellectual property and related laws, rules and regulations. The content includes both material owned or controlled by Bred Science and material owned or controlled by third parties and licensed to us (“Breed Science Content”). Any use of the Breed Science Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws. You agree to abide by all copyright notices, information, or restrictions contained in or attached to any of the Breed Science Content.

 

• License Grant

 

Subject to your compliance with these Terms, we hereby grant you a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Services as permitted by the features of the Services.
You acknowledge and agree that the Services are provided under a license, and not sold, to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to access and use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. We and our licensors reserve and shall retain our entire right, title, and interest in and to the Breed Science Content and the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

 

• You Grant Breed Science a Limited License to Your Content

 

By communicating with Breed Science and the other Users of the Services, including submitting or sending content or other information (“User Content”), you grant to Breed Science the worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate, create compilations and derivative works from to reproduce and otherwise use such content for any or all commercial or other purposes as further determined by us. You hereby waive all moral rights in and to all User Content that you post on, upload or otherwise submit to or through, the Services in favor of Breed Science.

 

You represent and warrant that (a) you own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder; and (b) use of your User Content in the manners contemplated in these Terms shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party.

 

Further, by using the Services, you grant to Breed Science a non-exclusive and royalty-free license to collect, use, disclose, combine, transmit, format and display the Company information that you have submitted through the Services but only for the purposes of, and within the scope of, the Privacy Policy. Additionally, you grant Breed Science the right to aggregate data we collect from your use of the Services and use such data for our business purposes. We use commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Company information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use User Content or Company information for improper purposes. You acknowledge that you provide User Content at your own risk.

 

• User Feedback

 

We are always happy to hear from you and are grateful for your comments and suggestions on how to improve our Services. The following policy applies to all third party submissions of ideas, comments, suggestions, improvements, proposals or materials: (a) all submissions are non-confidential and non-proprietary; (b) we will not be liable for any use or disclosure of any submission; and (c) we can use the submission for any purpose whatsoever, commercial or otherwise, without compensation to the submitting person.

 

• Prohibited Activities

 

By accessing and using the App and the Site, you agree that you will not use the App, the Site, and the Services for any unlawful or prohibited purpose or for any personal, family, household, or other use that is not related to the Company’s business purpose. You may not attempt, through any means, to gain unauthorized access to any part of the App, the Site or the Services, other account, computer system or network connected to our server. We reserve the right, in our sole discretion, to monitor any and all use of the Services.

 

Without limiting the foregoing, you agree not to use the App, the Site, and the Services to:

 

• post or otherwise transmit any User Content that (i) is unlawful, false, misleading, inaccurate, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or that encourages conduct that would be considered a criminal offense, give rise to civil liability, or is otherwise objectionable; (ii) depicts or advocates the use of illicit drugs; (iii) makes use of offensive language or images; (iv) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (v) poses or creates a privacy or security risk to any person; (vi) infringes any intellectual property or other proprietary rights of any party; (vii) are “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; (viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (ix) in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose us or other users to any harm or liability of any type;

 

•  violate any applicable local, state, national, international or other law or regulation, or any order of a court, including without limitation, rules about intellectual property rights, the Internet, technology, data, email or privacy;

 

•  access the App, the Site, and the Services from territories where it is illegal or strictly prohibited;

 

•  use the Account or the Services for the benefit of any person identified on the United States Office of Foreign Asset Control’s Specially Designated Nationals and Blocked Persons List;

 

•  interfere with, disrupt or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-Services attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

 

•  use the Services to transmit, distribute, post or submit any information concerning any other person without their permission;

 

• harvest or collect email addresses or other contact information of other Users by electronic or other means without their consent;

 

• “stalk” or harass any other User or collect or store any information about any other User;

 

• obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;

 

• transfer or sell your Account and/or username to another party;

 

• impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

 

• use automated scripts to access, search, collect information or otherwise interact with the Services (including without limitation robots, spiders or scripts) or use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the App or the Site contained on any such web page for commercial use without our prior express written permission;

 

• other than with respect to your own Content, (i) use, reproduce, duplicate, copy, sell, resell or exploit the Content; (ii) compile a collection of Content, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise; or (iii) otherwise remove any text, copyright or other proprietary notices contained in the Content;

 

• decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the extent applicable laws specifically prohibit such restriction;

 

• copy, modify, translate, or otherwise create derivative works of any part of the Services;

 

• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App or the Site, including any copy thereof;

 

• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason;

 

• use the Account or the Services to collect any market research for a competing business; or

 

• advocate, encourage, or assist any third party in doing any of the foregoing.

 

• Copyright Notice Policy

• Reporting Claims of Copyright Infringement

 

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the App by submitting a written notification to our Copyright Agent at the address or email listed in Part C below. Please note that if you knowingly materially misrepresent that certain material or activity on the App is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

 

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

 

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

 

• Counter-Notice by Accused Member

 

If you are a User and we have taken down your User Content due to suspicion of copyright infringement, you may dispute the alleged infringement by sending a written communication (a “Counter-Notice”) to our Copyright Agent, at the email listed in Part C below. The Counter-Notice must include the following information:

• A physical or electronic signature of the accused party.

 

• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

 

• A statement made under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

 

• The User’s name, address, and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which such address is located, or if the User's address is outside of the United States, for any judicial district in which the service provider may be found, and that the User will accept service of process from the person who provided notification of copyright infringement or an agent of such person.

 

Remember that even though we process DMCA Notice and the Counter-Notice, we do not adjudicate these disputes. The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

 

Please be aware that if you knowingly materially misrepresent that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

 

• Agent for Notices

 

Please send all notices required by this policy to our Copyright Agent at:

Copyright Agent
c/o Breed Science, Inc.
E-mail address: info@breedscience.com

 

• Information for the Users

 

If your User Content is subject to the DMCA Notice, you will receive a notification from us explaining the status of your User Content and the next steps. Any material that is subject to the DMCA Notice will be removed until the dispute is resolved or the DMCA process is complete.

 

• Termination of Repeat Infringers

 

In appropriate circumstances, we will terminate the accounts of Users who are repeat copyright infringers.

 

• Revision of Policy

 

We may revise this policy at any time, including by posting a new version on our App and our Site.

 

• 10. Third Parties

 

These Terms apply only to the Site and the Services. In using the Services, you may be exposed to content and information, for example, data, text, files, information, usernames, graphics, images, photographs, profiles, audio, video, messages, Services or links, from other third parties such as brands (“Third-Party Content”), either in the App, the Site, or through links to third-party websites or mobile applications. Because we do not review, monitor, operate or control any such Third-Party Content, you acknowledge and agree that we are not responsible for the availability of such websites or mobile applications and do not endorse and are not responsible or liable, directly or indirectly, for any content, advertising, products, services or other materials on or available from such websites or mobile applications. We make no guarantees, representations or warranties as to, and shall have no liability for, any content delivered by any third party, including, without limitation, its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof, or the use of any personal information you provide to any such third party. You acknowledge and agree that use of such links is entirely at your own risk. We may discontinue links to any other website or mobile application at any time and for any reason. You agree to comply with applicable third party terms of agreement when using the Services.

 

• Terms Required by Apple, Inc. (“Apple”)

 

• There Terms are an agreement between you and Breed Science only, and not with Apple. Breed Science, and not Apple, is solely responsible for the App and the content thereof. Your use of the App must comply with the Usage Rules set forth in the Apple App Store Terms of Use as of the Effective Date of these Terms.

 

• The license granted to you for the App is a non-transferable license to use the App on any iOS Products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Services, except that such App may be accessed, acquired, and used by other accounts associated with you via Apple’s Family Sharing program or volume purchasing.

 

• Breed Science is solely responsible for providing, and Apple has no obligation to provide, maintenance and support for the App. Support requests, as well as questions or complaints regarding the App, may be directed to Breed Science, at info@breedscience.com.

 

• In the event of any failure of the App to comply with any warranty that may exist as a matter of law, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and will not be liable for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty.

 

• Apple shall not be responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the HealthKit and HomeKit frameworks.

 

• Apple shall not be responsible for the investigation, defense, settlement or discharge of any claim that the App, or your possession and use of the App, infringes a third party’s intellectual property rights.

 

• You represent and warrant that (i) the App will not be downloaded or used in, or transported to, and you are not located in, a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “terrorist-supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

• The Company’s address is 9 Waterman Avenue, Philadelphia, PA, 19118. All questions and complaints about the App should be sent to: Trey Steidle at info@breedscience.com.

 

• Apple and its subsidiaries are third-party beneficiaries of these Terms, and have the right (and shall be deemed to have accepted the right) to enforce these Terms against you.

 

• Terms Required by Alphabet, Inc. (“Alphabet”)

 

In addition to your agreement with the foregoing Terms of Service, you acknowledge and agree to the following provisions with respect to your use of the Android-compatible version of the licensed mobile application (also called the “Licensed Application”).

 

This Licensed Application is an agreement between you and us. Alphabet Inc. (“Alphabet”) is not a party to these Terms and does not own and is not responsible for the Licensed Application. Alphabet is not providing any warranty for the Licensed Application, except if applicable, to refund the purchase price for it. Alphabet is not responsible for maintenance or other support Services for the Licensed Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Licensed Application, including, without limitation, any third-party product liability claims, claims that the Licensed Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Licensed Application, including those pertaining to intellectual property rights, must be directed to us at the address provided in the ‘Contact Us’ section of the Licensed Application.

 

The license you have been granted herein is non-exclusive, worldwide, and perpetual to perform, display, and use the Licensed Application on the device. In addition, you agree to comply with the terms of any third-party agreement that is applicable to you when using the Licensed Application, such as your wireless data Services agreement.

 

You hereby represent and warrant (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

You acknowledge and agree that Alphabet and Alphabet’s subsidiaries are third-party beneficiaries of these Terms and that, upon your acceptance of these Terms, Alphabet will have the right (and will be deemed to have accepted the right) to enforce these Terms you as a third party beneficiary thereof.

 

Alphabet, Google, Google Play, Android and other marks are trademarks of Alphabet Inc., registered in the U.S. and other countries.

 

• Disclaimer of Warranties

 

THE APP, THE SITE, AND THE SERVICES ARE PROVIDED ON “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING IF THE PRODUCTS ARE SUITABLE FOR USE OR CONSUMPTION BY YOUR DOG. WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING ALLERGIES OR INTERACTIONS WITH ANY MEDICATIONS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BREED SCIENCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR APP, THE SITE, AND THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE SERVICES YOU OBTAIN THROUGH OUR APP AND/OR THE SITE WILL MEET YOUR EXPECTATIONS AND REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, WILL BE OF A CERTAIN QUALITY, THAT DEFECTS WILL BE CORRECTED, THAT THE APP IS AND WILL REMAIN TO BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APP, THE SITE, OR THE TECHNOLOGY THAT MAKES THEM AVAILABLE ARE IMMUNE TO HACKER ACTIVITY, ELECTRONIC OR NON-ELECTRONIC TAMPERING, COMPUTER CRIME OR THEFT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP, THE SITE, AND THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE. WE MAKE NO WARRANTY AS TO THE RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE APP, THE SITE, OR THE SERVICES. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. WE MAKE NO GUARANTEES CONCERNING THE LEVEL OF SUCCESS YOU AND YOUR PETS MAY EXPERIENCE, AND YOU ACCEPT THE RISK THAT RESULTS MAY DIFFER FROM WHAT YOU EXPECTED.

 

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH ALL THIRD PARTIES THROUGH THE SERVICES.

 

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

 

• Limitation of Liability

 

IN NO EVENT SHALL BREED SCIENCE (FOR PURPOSES OF THIS SECTION, “BREED SCIENCE” INCLUDES ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, EQUITY HOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS, AND REPRESENTATIVES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE APP, THE SITE, THE PRODUCTS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF BREED SCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OF INFORMATION THROUGH THE APP OR THE SITE, LOSS OF DATA, LOSS OF INFORMATION, PERSONAL INJURY, PROPERTY INJURY, BODILY INJURY OR EMOTIONAL DISTRESS, LOST PROFITS, LOSS OF GOODWILL, YOUR INABILITY TO USE THE SERVICES, COMPUTER VIRUS, OR DESTRUCTION, UNAUTHORIZED ACCESS TO, HACKING, TAMPERING, ALTERATION OF, OR MISUSE OF ANY OF THE SERVICES. BREED SCIENCE DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT ANY CONTENT ON THE SERVICES, OR FOR ANY OUTCOME OF ANY INTERACTION (ONLINE OR OFFLINE) RESULTING FROM THE SERVICES OR BREED SCIENCE CONTENT. BREED SCIENCE DISCLAIMS ANY LIABILITY FOR LOSS IN CONNECTION WITH THE USE OF THE SERVICES. YOU ARE ADVISED TO EXERCISE GOOD JUDGMENT AND CAUTION WHEN ACTING ON THE INFORMATION AVAILABLE THROUGH THE SERVICES.

 

IN NO EVENT SHALL BREED SCIENCE’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT OF $100. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE APP, THE SITE, OR THE SERVICES IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE APP, THE SITE, AND THE SERVICES.

 

Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.

 

• Release

 

To the fullest extent permitted by law, you release us, and any of our, then existing, parent entities, subsidiaries and affiliated companies, and their respective officers, employees, directors, contractors and agents from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the following: (i) your use of the Services; (ii) disputes between Users, including those between you and other Users; (iii) your User Content or Third Party Content; (iv) claims relating to the unauthorized access to any data communications or content stored under or relating to your account, including unauthorized use or alteration of such communications or your Content.

 

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

 

• Indemnification

 

You agree to defend, indemnify and hold harmless Breed Science, any subsidiaries and affiliated companies, and their respective officers, employees, directors, contractors and agents, and our Banking Partners and our third-party service providers from and against any and all claims, causes of actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including attorneys’ fees) and all amounts paid in settlement arising out of, connected with, or accruing from (a) your access to and use of the App, the Site, the Services, and the Breed Science Content; (b) your violation of these Terms, (c) your violation of any applicable law, rule or regulation; (d) your interaction with any Third Parties through the Services, (e) your violation of any other party’s right, including without limitation any right of privacy or intellectual property rights; (f) your intentional misconduct; or (g) any other party’s access and use of the Services with your unique username, password or other appropriate security code. We will assume the exclusive defense and control of any matter for which you have agreed to indemnify us and you agree to assist and cooperate with us in the defense or settlement of any such matters.

 

• English Language

 

In the event of a conflict between these Terms and a foreign language version of these Terms, the English language version will govern. All disputes, claims and causes of action (and related proceedings) will be communicated in English.

 

• International Use

 

The Services are operated by us in the United States. We do not represent or warrant that the App, the Site, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access and download the App and access the Site or the Services from locations outside the United States do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations, including laws regulating the export of data. We may limit the availability of the App and the Site, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion. Accessing and downloading the App and the Site is prohibited from territories where the Breed Science Content is illegal.

 

You represent and warrant that you are in compliance with all laws, restrictions and regulations administered by the Office of Foreign Assets Control (“OFAC”) or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), entities and persons (collectively, “Embargoed Targets”). You represent and warrant that you are not an Embargoed Target or otherwise subject to any Economic Sanctions Law. You agree to comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, you agree not to (a) directly or indirectly export, re-export, transship or otherwise deliver any products, Services, technology or information of any portion thereof to an Embargoed Target or (b) broker or otherwise facilitate any transaction in violation of any Economic Sanctions Laws.

 

• Right to Discontinue Services; Termination

 

We may, in our sole discretion and without liability to you or to any third party, with or without cause, with or without notice, suspend or discontinue, temporarily or permanently, any part or all of the Services and suspend or terminate your Account. Termination may result in the forfeiture and destruction of all information associated with your Account. We may retain your Account information after you terminate in accordance with our regulatory, accounting, and legal compliance procedures. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR TERMINATION OF YOUR ACCESS TO THE SERVICES. You may cancel your Account at any time and cancellation will take effect immediately by emailing us at info@breedscience.com. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

 

• No Legal Advice

 

Nothing contained in these Terms constitutes legal advice. If you have any questions regarding your legal rights and legal obligations, you should consult with your attorney.

 

• Statute of Limitations

 

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the App, the Site, the Breed Science Content, the Services, these Terms and/or the Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.

 

• BINDING ARBITRATION AGREEMENT AND CLASS WAIVER DISCLOSURE (U.S. USERS ONLY)

 

Agreement to Arbitration; Class Waiver: You and we agree, except as provided below regarding small claims court proceedings, any dispute, claim or controversy arising out of or relating in any way to the App, the Services and the Breed Science Content, including, but not limited to, our Privacy Policy, these Terms, and this Arbitration Agreement, shall be determined by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. YOU AGREE THAT, BY AGREEING TO THESE TERMS, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE TERMS, AND THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This arbitration provision shall survive termination of these Terms.

 

Pre-Filing Mediation. In the event of a dispute, prior to initiating arbitration, the party asserting the claim must first send to the other, by overnight courier, a written Notice of Claim (“Notice”). If you are the claimant, the Notice to Us must be addressed to: 9 Waterman Avenue, Philadelphia, PA, 19118 or by emailing info@breedscience.com. If we are the claimant, the Notice must be sent to the address we have on file for you in your Account. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. Following receipt of the Notice, each party agrees to negotiate with the other in good faith about the claim. If the claim is not resolved to the satisfaction of the claimant within sixty (60) days after Notice is provided, the claimant may pursue the claim in arbitration or file a claim in small claims court, as appropriate.

 

Additional Arbitration Provisions:

 

• Settlement Offers: During the arbitration, the amount of any settlement offer made by you or Us shall not be disclosed to the arbitrator.

 

• Initiating A Claim: The form required to initiate an arbitration can be printed or downloaded from www.adr.org. Alternatively, you may contact the arbitration administrator by calling 212.484.4189 or writing to the American Arbitration Association, 150 East 42nd Street, Floor 17, New York, NY 10017.

 

• Fees for Initiating Arbitration: If you are required to pay a filing fee to initiate arbitration, after We receive notice of the initiation of arbitration, We will promptly reimburse you for your payment of the filing fee at the address provided in the Notice, unless your claim is for greater than US $10,000.

 

• Applicable Rules; Administrator: The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (the “AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 212.484.4189 or writing to the American Arbitration Association, 150 East 42nd Street, Floor 17, New York, NY 10017. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this Arbitration Agreement.

 

• Location of Hearing: Unless you and We agree otherwise, any arbitration hearings will take place in New York, NY. If your claim is for US $10,000 or less, we agree you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based.

 

• Class Waiver: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and We agree otherwise, the arbitrator may not consolidate the claims of more than one party, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable as applied to any claim asserted by any individual, then the entirety of the arbitration provision set forth herein shall be null and void.

 

• Injunctive Relief Limitation: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claim.

 

• Small Claims Procedure Alternative: Notwithstanding the foregoing binding arbitration procedure, either party may bring an individual action in small claims court (provided the claim otherwise qualifies for such a program) as an alternative to proceeding with arbitration.

 

• Opt-Out Provision. YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE, OR ATTEMPT TO USE, THE SERVICES BY WRITING TO INFO@BREEDSCIENCE.COM OR TO THE ARBITRATION NOTICE ADDRESS. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE OPTING OUT AND CONTAINING ENOUGH DETAILS ABOUT YOU FOR US TO BE ABLE TO IDENTIFY YOU WITHIN THIRTY (30) DAYS. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THESE TERMS.

 

• Miscellaneous

 

• Reservation of Rights. We reserve all rights not expressly granted by these Terms.

 

• Material Terms. You acknowledge and agree that the binding arbitration agreement and the class action waiver, as well as warranty disclaimers and liability and remedy limitations in these Terms are material terms of these Terms and that they have been taken into account in the decision by us to provide the App.

 

• Severability. If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, that term or provision will be deemed modified to the extent necessary to render such term or provision enforceable, and will be construed and enforced accordingly, preserving to the fullest permissible extent the intent of these Terms.

 

• Governing Law. These Terms, and all claims and causes of action in connection with, arising under or relating to the subject matter of these Terms, in the broadest possible way, including tort claims (the “Claims”), shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice of law principles. To the extent applicable, the parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. The choice of law designated herein shall apply to all factual and legal issues relating to or arising under the contract, and shall survive termination of this Agreement.

 

Further, except as provided in the paragraph below, you and the Company agree to the jurisdiction of Delaware to resolve any Claims that relate to or arise in connection with the Agreement and that are not subject to mandatory arbitration under Section 22.

 

• Assignment; Waiver. You may not transfer, assign or delegate any of your rights, obligations or privileges hereunder; we may do so at any time. Any assignment of the foregoing other than as provided for in this section shall be null and void. We may transfer or assign any and all of its rights and obligations under these Terms to any other person, by any way, including by novation. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

 

• Complete Agreement. These Terms, including any references mentioned and incorporated herein, together with such changes as may be subsequently made by us, constitute the complete agreement between you and us, any of our existing subsidiaries, affiliated companies, licensors, and those third parties assisting in the operation of the App with respect to the subject matter of these Terms and supersedes all prior agreements and understandings, written or oral. These Terms may not be amended by the Users. These Terms supersede any previous quotations, correspondence, or other communications, written or oral, between you and us. In no event shall we be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside of our reasonable control.

 

• Electronic Communications. All information communicated as part of the Services is considered an electronic communication. When you communicate with us through the App, the Site or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES.

 

• Questions about Our Terms of Use

 

If you have any questions or concerns regarding these Terms, you may contact us by e-mail at info@breedscience.com.

 

I HAVE READ THESE TERMS AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.