PetDesk® Subscriber Terms of Service

Welcome to PetDesk! We are a customer relationship and business management software service that connects petcare providers with their clients via our proprietary software platform (“Platform”) and a client facing mobile application (“App”). The Platform is accessible via www.petdesk.com and dashboard.petdesk.com, collectively (“the “Site”). These Terms of Service are for all Petcare Provider (as defined in Section 2) methods of access to the Platform.

1. Acceptance of Terms

By using the PetDesk Website and Dashboard, the Subscriber acknowledges and agrees to these legally binding rules (the “Terms,” “Terms of Service,” or “Agreement”) that govern the Platform offered by Locai Inc., a Delaware corporation (together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors – collectively “PetDesk,” “we,” “us,” and/or “our”). You also agree to our Privacy Policy and all other operating rules, policies, and procedures that may be published on the Site by PetDesk, which are incorporated by reference. Our Privacy Policy, which describes how we collect and use information from our Subscribers, is available at http://www.PetDesk.com/privacy-policy (“Privacy Policy”).

You agree to use the Platform only for lawful purposes, and that you are responsible for your use of the Platform and communications with us, all of which must comply with these Terms. You agree not to use the Platform in any manner that interferes with its normal operation or with any other user’s use and enjoyment of the Platform.

The Platform is made available for your internal business use. In entering into these Terms on behalf of a Subscriber, you represent that (i) you have the legal authority to bind such Subscriber, (ii) no approval or other action by any governmental authority or agency, or any other individual or entity, is required in connection herewith; and (iii) you are engaged in a lawful business and are duly licensed to conduct such business under the laws and regulations of all jurisdictions in which you conduct business. If you do not have such authority or if you do not agree with these Terms, you may not sign up for or use the Platform. If after your register for an account we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Terms and the order you placed, including without limitation, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document, or communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you.

PetDesk may, at its sole discretion, change these Terms from time to time. These terms are effective as of the date at the bottom of these Terms. If changes to the Terms occur, we will notify you by posting the updated terms on the site or by email. Updated versions of the Terms will never apply retroactively and the updated Terms will give the exact date they go into effect. Significant changes will go into effect no less than 30 days after we notify you. Your continued use of the Platform following the effective date of the updated Terms means you accept those new terms.

2. Definitions

2.1 “Subscriber” will be used herein to refer to the entity or organization that has a business relationship with PetDesk and on behalf of whom Subscriber is entering into this agreement.

2.2 “Operational Service Providers” will be used herein to refer to independent third parties that provide internal operational support or other related services to PetDesk.

2.3 “PetDesk Service Agreement” will be used herein to refer to the PetDesk Service Agreement in which Subscriber has purchased a license to use one or more of the Platform functionalities. The PetDesk Service Agreement shall include the price of the service, the term of the order, the number of Subscriber licenses, and the setup and support services offered in connection with the Platform.

2.4 “Client” will be used herein to refer to the end user of the Platform, the customer of Subscriber and the person who receives the communication from Subscriber.

2.5 “Client Data” is data, information, or material pertaining to the end user of the Platform that Subscriber submits via the platform in the course of using the Platform. Client Data includes, but is not limited to, Client’s Personal Information.

2.6 “Client Personal Information” means a Client’s personally identifiable information such as name, postal address, email address, mobile telephone number, IP address, and any information associated with or linked to the aforementioned personally identifiable information, or if directly associated with or reasonably linked to a Client’s account, computer, or device.

2.7 “User” means an employee, owner, contractor, agent, or other person working for the Subscriber who logins, maintains, and uses the dashboard, website, and any other services provided by PetDesk.

3. Payment

3.1 Payments regarding Subscriber access to the Platform shall be governed by the applicable PetDesk Service Agreement. If Subscriber believes that PetDesk has billed Subscriber incorrectly, Subscriber must contact PetDesk no later than 45 calendar days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

3.2 PetDesk will not increase the Subscriber’s subscription fee for as long as Subscriber remains a customer in good standing. PetDesk may, however, add additional functionality to the Platform in the form of materially updated functionality modules for an additional fee. Subscriber reserves the right to add new functionality modules for the additional fee to their existing service contract or to refuse adding them if they do not desire the new functionality.

3.3 There is no refund of any fees to Subscriber from PetDesk if this Agreement is terminated by PetDesk due to Subscriber’s material breach.

4. Licenses, Access, and Use of the Service

4.1 License. PetDesk hereby grants Subscriber a limited, non-exclusive, nontransferable right to access and use the Platform, solely for Subscriber’s internal business purposes, subject to the terms and conditions of this Agreement and the Services Agreement. All rights not expressly granted to Subscriber are reserved by PetDesk, its Operational Service Providers, and/or its licensors.

4.2 Intellectual Property, Trademarks and Copyrights. All rights, titles, interests, trademarks and copyrights in and to the software, material, information, logos, text, graphics, audio, video, photos, service names, training materials, and other data, any underlying technology used in connection with the Platform, and any documentation, plus any individual component of the Platform (collectively “PetDesk Content”) are owned by PetDesk, its suppliers, licensors and/or Operational Service Providers. PetDesk hereby grants Subscriber a limited, non-exclusive non-transferable license to use the PetDesk Content for the sole use of the Platform. This Agreement does not grant Subscriber any additional rights not expressly provided herein in connection with any PetDesk Content. Except as expressly authorized by PetDesk or as may be posted on the Platform, Subscriber may not copy, reproduce, publish, distribute, modify, create derivative works of, rent lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the PetDesk Content, in whole or in part.

4.3 License to Use Subscriber Intellectual Property. PetDesk shall configure messages sent by Subscriber to Clients such that when received, the message(s) will be “white labeled” and configured to reflect that Subscriber is the provider of the message. To facilitate white labeling, Subscriber hereby grants PetDesk a limited right to use any and all logos, designs, trademarks, content, data, videos, and ideas provided by Subscriber to provide white labeling. This limited license shall expire upon the termination of this agreement.

4.4 Access. Users may access the Site by desktop or mobile device inclusive of both iOS and Android operating systems. Users must have reached the age of majority or age 18 (whichever is greater) in Subscriber’s state of residence. Passwords provided for Platform access and use may be used only by Users. Neither Subscriber nor any of its Users shall divulge, sublicense, assign or transfer to any third party, passwords established for access to the service. Subscriber, on behalf of User, is solely responsible for obtaining all equipment and approvals necessary for connection to the Internet and all charges associated with such connection to the Internet.

4.5 Operational Service Providers. PetDesk may, from time to time, in its sole discretion, engage third parties to perform operational support or other related services to PetDesk.

4.6 Third Party Licensors. The Platform may operate, interface or be delivered with software or other technology that is licensed from and owned by third parties (“Third-Party Licensors”). Subscriber agrees that (i) it will use third party material in accordance with this Agreement, (ii) no Third-Party Licensor makes any representation or warranty to Subscriber concerning the Platform, and (iii) no Third-Party Licensor will have any obligation or liability to Subscriber as a result of this Agreement or Subscriber’s use of the Platform.

4.7 Limitations. Subscriber may only use the Platform as outlined in this Agreement or any supplemental terms. If PetDesk determines, at its sole discretion, that Subscriber’s use of the Platform is in violation of this Agreement or any supplemental terms or in any other manner that PetDesk deems to be unreasonable or excessive, then PetDesk may suspend Subscriber’s service, terminate or decline to renew this Agreement, or offer Subscriber a different service plan. PetDesk reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; or (v) protect the rights, property or safety of PetDesk, our Subscribers and the public.

5. Subscriber Representations and Warranties

5.1 General Representations and Warranties. Subscriber, on behalf of its Users, represents and warrants that:

(i) Subscriber is solely responsible for all actions by its Users and all activity occurring in the Users’ accounts with or without Users’ consent, and that it shall be responsible for the confidentiality and security of its Users’ usernames and passwords;

(ii) Subscriber shall abide by all applicable local, state, national and international statutes, treaties, guidelines, advisories, rules and regulations (collectively, “Laws”) in connection with its use of the Platform;

(iii) Subscriber will implement and maintain reasonable security practices and procedures appropriate to the nature of its Client Personal Information that will protect the Client Personal Information from unauthorized collection, access, destruction, use, modification, or disclosure;

(iv) Subscriber will notify PetDesk immediately of any known or suspected unauthorized access to or acquisition of, or use of any password or account or any other known or suspected breach of security that could impact the Platform;

(v) Subscriber will abide by all rules, regulations, procedures and policies of PetDesk and any policies of the networks connected to the Platform;

(vi) Subscriber shall schedule messages to Clients responsibly and in a manner that is courteous to the Clients pursuant to local, state, national, and international calling time rules and regulations;

(vii) Subscriber will obtain all requisite consent from all Clients via all applicable communication platforms or mediums, to use the Client Data for the Platform, including any verification and authentication of the Client;

(viii) that all Client Personal Information is correct and complete to the best of Subscriber’s knowledge; and

(ix) Subscriber will not send communications to any Client after receipt of an opt-out request, except to confirm the opt-out request in compliance with applicable Laws.

5.2 Acknowledgement of Prohibited Use. Subscriber further represents and warrants that it shall not, nor shall it knowingly permit others to:

(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the licensed software, the Platform, Site, or the PetDesk Content in any way;

(ii) modify or make derivative works based upon the licensed software, the Platform, Site, or the PetDesk Content;

(iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform;

(iv) create internet “links” to the service or “frame” or “mirror” any content on any other server or wireless or Internet based device;

(v) use the Platform or Site in connection with the delivery or transmission of unsolicited messages (commercial or otherwise) or spamming that is in violation of applicable Laws;

(vi) create a false identity, or forged email address, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message;

(vii) use the Platform to create or distribute any images, sounds, messages or other materials, which are obscene, harassing, racist, malicious, fraudulent or libelous, nor use the Platform for any activity that may be considered or are unethical, immoral, or illegal;

(viii) transmit through the Platform unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;

(ix) transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity, and privacy;

(x) send or store any material that contains software viruses, Trojan horses, worms, or any other harmful computer code, files, scripts, agents or programs; or

(xi) disrupt the integrity or interfere with the operations or performance of the Platform or Site, including PetDesk’s servers, terminals, equipment, systems or networks, or violate the regulations, policies or procedures of any telecommunications carrier.

5.3 Client Consent. You, on behalf of Subscriber, represent, warrant, and covenant to PetDesk that Subscriber has obtained Client consent for PetDesk to send communications to Clients on behalf of Subscriber through the Platform without condition of purchase.

5.4 Content of Messages. You further agree that PetDesk is, under no circumstances, responsible for the contents and/or accuracy of your messages and PetDesk will only transmit them on a basis of good faith that you use the Platform in accordance with these Terms. You are solely responsible for providing the content of all messages initiated by you through the Platform. PetDesk will not be liable for any misuse of the Platform by you. PetDesk is not responsible for the views and opinions contained in any of your messages.

5.5 Subscriber Equipment and Systems. Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, mobile communication devices, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Further, Subscriber has and will retain sole responsibility for: (a) Subscriber’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Subscriber or through the use of third-party services (“Subscriber Systems”); and (c) all access to and use of the Platform directly or indirectly by or through the Subscriber Systems or its Subscribers’ access credentials, with or without User’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. Subscriber represents and warrants that at all times during the Term it shall: (a) set up, maintain and operate in good repair all Subscriber Systems on or through which the Platform are accessed or used; and (b) provide all cooperation and assistance as PetDesk may reasonably request to enable PetDesk to exercise its rights and perform its obligations under and in connection with this Agreement.

5.6 The provisions in this Section 5 are material terms to this Agreement and shall survive termination or expiration for any reason.

6. PetDesk Representations and Warranties

6.1 PetDesk General Representations and Warranties. PetDesk represents and warrants that:

(i) it will implement and maintain reasonable security practices and procedures appropriate to the nature of Subscriber’s Client Personal Information (as defined in Section 7 herein) that will protect the Client Personal Information from unauthorized collection, access, destruction, use, modification, or disclosure;

(ii) it will secure and use Subscriber’s Client Personal Information in a reasonable manner, consistent with the Privacy Policy;

(iii) that all PetDesk Content, whether tangible or intangible, provided by PetDesk hereunder are owned solely by PetDesk or are appropriately licensed to PetDesk for use of its Platform and do not/will not infringe on the rights of any third party; and

(iv) it will use reasonable efforts to render services pursuant to this Agreement in a timely, professional and workmanlike manner in accordance with Subscriber’s timelines established herein; ANY CLAIM FOR BREACH OF THE FOREGOING WARRANTY UNDER THIS SUBSECTION 6.1 (iv) MUST BE BROUGHT WITHIN SIXTY (60) DAYS AFTER SUBSCRIBER’S ACTUAL DISCOVERY OF ANY DEFECT AND PRIOR TO THE EXPIRATION OF SIX (6) MONTHS FROM THE DATE THE APPLICABLE SERVICES WERE RENDERED. SUBSCRIBER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT PETDESK WILL HAVE NO LIABILITY FOR ANY WARRANTY CLAIM MADE AFTER SUCH TIME.

6.2 Third Party Infringement. If any portion of the Platform is, or in PetDesk’s opinion, is likely to be, claimed to infringe, misappropriate or otherwise violate any third-party intellectual property right, or if Subscriber’s or any User’s use of the Platform is enjoined or threatened to be enjoined, PetDesk may, at its option and sole cost and expense: (i) obtain the right for Subscriber or User to continue to use the Platform as contemplated by this Agreement; (ii) modify or replace the Platform, in whole or in part, to seek to make the Platform (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute Platform, as applicable, under this Agreement; or (iii) by written notice to Subscriber, terminate this Agreement with respect to all or part of the Platform, and require Subscriber to immediately cease any use of the Platform or any specified part or feature thereof. THIS SECTION 6.2 SETS FORTH SUBSCRIBER’S SOLE REMEDIES AND PETDESK’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

6.3 Availability of Platform. Subscriber understands, acknowledges and agrees that: (i) the Platform is run by software that is designed to be active 24 hours per day, 365 days per year; however, software in general is not error-free and the existence of any errors in PetDesk software used to deliver the Platform shall not constitute a breach of this Agreement; (ii) in the event that PetDesk discovers a material error or problem with Subscriber’s Equipment or interface which substantially affects Subscriber’s use of the Platform, PetDesk shall use reasonable measures to restore access to Subscriber’s service, provided that such error or problem has not been caused by incorrect use, abuse or corruption of the Platform software or by improper use of the Platform by Subscriber with other software or on Equipment which it is incompatible, or by a third party or unauthorized person accessing the service through Subscriber’s passcodes.

6.4 Downstream Network Limitations. PetDesk only provides that communications through the Platform are processed correctly and further transmitted by PetDesk to the applicable downstream network. PetDesk is not responsible for the final delivery of any communication initiated by you through the Platform, as this is out of our control and is the responsibility of downstream communications carriers. PetDesk transmits and receives voice, SMS, and MMS messages via other major telecommunications companies and mobile network operators, and thus PetDesk’s influence over the timing of the transmission of your messages is within the technical constraints imposed upon PetDesk. While PetDesk shall use commercially reasonable efforts to transmit your messages and broadcasts to the applicable network for final delivery to your designated Clients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of your messages across the public switched telephone network and/or Internet. You should know that communications carriers assign messages with a default lifetime and any message that cannot be delivered successfully within the lifetime assigned to it will be discarded by the communications carrier without any notice. PetDesk is not liable for any loss incurred by the failure of a message to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from PetDesk for any such non-deliveries. Furthermore, you agree that message contents are deemed to have zero value.

6.5 The warranties in this Section 6 will not apply to any defects or problems caused in whole or in part by: (i) defects in any Subscriber Equipment; (ii) failure of any portion of Subscriber Equipment to function in accordance with manufacturers’ specifications; (iii) failure of Subscriber to follow PetDesk’s most current instructions for proper use of Subscriber’s Equipment with PetDesk’s licensed software and the Platform; (iv) abuse, negligence, or misconduct of Subscriber or any person using Subscriber’s account and/or passwords to access or use the Platform; (v) delayed transmission or delivery of messages, service failures; or any actions taken by a wireless carrier or network; and (vi) causes beyond the reasonable control of PetDesk, including but not limited to, flood, riot, fire, judicial or government action, labor dispute, or acts of God.

6.6 The provisions in this Section 6 are material terms to this Agreement and shall survive termination or expiration for any reason.

7. Client Data

7.1 Unless the Client has signed up for a PetDesk account and downloaded the PetDesk mobile application under a separate agreement between PetDesk and Client, PetDesk does not own any Client Data. Ownership of all Client Data shall remain vested in Subscriber and Subscriber shall have sole and exclusive ownership of all rights, titles, and interests in and to the Client Data. Subscriber hereby grants to PetDesk and its Operational Service Providers the non-exclusive, non-transferable right during the Term of this Agreement to access and use Client Data only as necessary for PetDesk’s performance under this Agreement. PetDesk shall not sell, lease or disclose to any unauthorized third party or use the Client Data except solely for the performance of the Platform. Subscriber shall have the sole responsibility for the input, accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all Client Data. PetDesk shall not be responsible or liable for its or Subscriber’s deletion, correction, destruction, damage loss or failure to store any Client Data. Subscriber shall maintain a copy(ies) of all Client Data. Subscriber is solely responsible for adherence to any privacy act or regulation regarding such Client Data and PetDesk has no responsibility with respect to the same, except for PetDesk’s obligation to reasonably protect any such Client Data in its possession or when providing the Platform. Regarding any self-registration portal tool licensed by Subscriber through PetDesk, Subscriber shall assume all duties, obligations and compliance with any applicable Laws regarding its use, including but not limited to the gathering, storage and dissemination of such Client Data.

8. DISCLAIMER OF WARRANTIES

8.1 Disclaimer of Warranties: EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED “AS IS” AND PETDESK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PETDESK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PETDESK MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

8.2 Electronic Communications Privacy Act Notice (18 USC §2701-2711). PETDESK MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE PLATFORM OR ANY WEBSITE LINKED TO THE PLATFORM. PetDesk will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on the PetDesk’s equipment, transmitted over networks accessed by the Platform, or otherwise connected with your use of the Platform.

8.3 The provisions in this Section 8 are material terms to this Agreement and shall survive termination or expiration for any reason.

9. LIMITATION OF LIABILITY

EXCEPT FOR OBLIGATIONS OF INDEMNIFICATION HEREIN, IN NO EVENT WILL PETDESK NOR ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, OPERATIONAL SERVICE PROVIDERS, LICENSORS, REPRESENTATIVES, AND AGENTS, AND THE SUCCESSORS AND ASSIGNS OF ANY OF THEM BE LIABLE TO SUBSCRIBER FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, (EVEN IF PETDESK HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR ARISING OUT OF OR RELATED TO THIS AGREEMENT. PETDESK’S TOTAL LIABILITY TO SUBSCRIBER HEREUNDER, IF ANY, WILL IN NO EVENT EXCEED THE TOTAL AMOUNT DUE TO PETDESK HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. INDEMNIFICATION

10.1 Subscriber shall indemnify, defend, and hold harmless PetDesk and its related parties, from and against all liabilities, claims, actions, losses, costs, penalties, fines or forfeitures, expenses (including without limitation reasonable attorneys’ fees), and any damages resulting from, incident to, or in connection with any negligent acts, omissions or misconduct by Subscriber, Subscriber’s use of the Platform that violates the rights of a Client or another third party, and any material breach of this Agreement by Subscriber or by any person using Subscriber’s account and/or passwords.

10.2 PetDesk reserves the right to assume the defense and control of any matter subject to indemnification by Subscriber, in which event Subscriber will cooperate with PetDesk in asserting any available defenses. PetDesk shall not settle or compromise any such third party claim without the consent of Subscriber, which consent shall not be unreasonably withheld, denied, or delayed.

11. TERM, TERMINATION, AND SUSPENSION

11.1 Term. Term, this Agreement shall become effective on the date that click “I agree” and shall automatically renew on a monthly basis until cancelled in accordance with paragraph 11.2 or 11.4.

11.2 Termination by Subscriber. In accordance with the PetDesk Service Agreement, Subscriber may cancel this Agreement and access to the Platform at any time for any reason. You may, however, be liable for any outstanding payment obligations to PetDesk. PetDesk will work to process the termination within 72 hours of notice (in writing to support@petdesk.com) but it may take longer if Subscriber requires a transition phase.

11.3 Suspension by PetDesk. Notwithstanding anything to the contrary contained in this Agreement, PetDesk may temporarily suspend the Platform immediately, without notice, if: (i) the suspension is in accordance with an order, instruction, or request from a law enforcement agency, emergency service entity, or any other governmental entity having appropriate jurisdiction; and (ii) if interruption of the Platform is necessary to prevent or protect against fraud or otherwise protect PetDesk or its licensors and Operational Service Providers, or personnel, facilities, systems, or networks. The suspension shall be without prejudice to any other right or remedy PetDesk may have arising out of this Agreement. This Section 11.3 does not limit any of PetDesk’s other rights or remedies, whether at law, in equity or under this Agreement.

11.4 Termination by PetDesk. If PetDesk determines, at its sole discretion, that Subscriber’s use of Platform is in violation of this Agreement, the PetDesk Service Agreement, any supplemental terms, the Privacy Policy, or in any other manner that PetDesk deems to be unreasonable or excessive, then Subscriber’s service may be terminated at any time with notice to Subscriber. In the event of PetDesk’s termination of this Agreement for cause, Subscriber will pay PetDesk for all fees due, including any expenses and services provided up to the date of termination within seven (7) calendar days of notice of termination of the Agreement.

11.5 Return of Client Data. Upon termination and satisfaction of all payments due, PetDesk shall destroy all Client Data in a secured manner at no charge to Subscriber upon request.

11.6 SMS Short Codes. Upon termination for any reason, all SMS short codes automatically revert to PetDesk. Subscriber understands, acknowledges and agrees that it has no rights, titles, or interests in any short code provided by PetDesk.

11.7 Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 will survive termination or expiration of this Agreement for any reason.

12. PUBLICITY AND FEEDBACK

12.1 Publicity. PetDesk may issue one or more press releases announcing and promoting Subscriber’s use of the Platform, and create various forms of collateral materials, including brochures, website content and related materials, provided, PetDesk complies with Subscriber’s trademark use policy.

12.2 Feedback. We, including third party partners and our affiliates, may ask you for Feedback (as further defined below) on your experience with the Platform. PetDesk shall become the owner of any reviews, comments, suggestions or other feedback regarding the Platform posted to the Platform or on PetDesk’s social media pages (collectively, “Feedback”) and it may share with any of its affiliates. PetDesk will not be required to treat any Feedback as confidential and will not be liable for any Feedback posted on the Platform or elsewhere. Without limitation, PetDesk will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, including to advertise and promote PetDesk, without compensation to you or any other person sending the Feedback.

To the extent that you decide to post any content (“Subscriber Content”), including your business profile information or Feedback, on the Platform or on PetDesk’s social media pages, you agree that your Subscriber Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant PetDesk all of the license rights granted herein. You acknowledge that you are responsible for whatever material you submit, and you, not PetDesk, have full responsibility for the Feedback, including its legality, reliability, appropriateness, originality, and copyright. PetDesk may refuse to accept or transmit Subscriber Content. Additionally, PetDesk shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your Subscriber Content. You specifically waive any “moral rights” in and to the Subscriber Content.

13. Dispute Resolution

It is PetDesk’s goal that the Platform meets your expectations and lives up to our promises to you. However, there may be instances when you feel that PetDesk has not fulfilled its obligations or you may have a different type of problem or dispute that needs special attention. In those instances, PetDesk is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with PetDesk, you acknowledge and agree that you will first give PetDesk an opportunity to resolve your problem or dispute. In order to initiate this dispute resolution process, you must first send us a written description of your problem or dispute within thirty (30) days of the services being performed by sending an email to: support@PetDesk.com or by mail to Locai Inc., 2044 1st Ave., Suite 200, San Diego, California 92101. You then agree to negotiate with PetDesk in good faith about your problem or dispute for at least sixty (60) days after PetDesk’s receipt of your written description of it.

14. General

14.1 Entire Agreement. These Terms and other referenced material, including the Privacy Policy and applicable order form constitute the entire agreement between you and PetDesk with respect to the Platform and the Site. In the event of any conflict between these Terms and the terms of the PetDesk Service Agreement, the PetDesk Service Agreement shall govern. In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect and such illegal, void or ineffective provisions shall be construed, as nearly as possible, to reflect the intentions of the parties.

14.2 Notice. We may give notice by means of a general notice on the Site, electronic mail to the email address linked to your account, or by written communication sent by first class mail or pre-paid post to your address in your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or text). You may give notice to us, with such notice deemed given when received by us, at any time by first class mail or pre-paid post to the address set forth in paragraph 14.10 or at such other address as we may advised from time to time, pursuant to this provision.

14.3 Third Party Links. The Platform may permit you to link to other websites or resources on the internet. Links on the Platform to third party websites, if any, are provided only as a convenience to you. If you use these links, you will leave the Platform. The inclusion on another website of any link to the Platform does not imply control of, endorsement by, or affiliation with PetDesk. Your dealings with third parties through links to such third-party websites are solely between you and such third parties. You agree that PetDesk will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. PetDesk expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third party website or application.

14.4 Geographic Limits of Service. PetDesk makes no representation that materials contained on the Site or App or products described or offered on or via the Site or App are appropriate or available for use in jurisdictions outside the United States, or that these Terms comply with the laws of any other country. Accessing the Platform is prohibited from territories where the PetDesk Content is illegal. If you access the Platform from other locations, you do so at your own initiative and are responsible for compliance with local laws. You agree that you will not access the Platform from any territory where the contents are illegal, and that you, and not PetDesk, are responsible for compliance with applicable local laws.

PetDesk reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Platform to any person, geographic area, or jurisdiction we so desire.

14.5 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to its conflict of laws provisions. PetDesk and Subscriber shall submit to the jurisdiction of the State and Federal courts located in San Diego County, California. There may be additional state specific rights and obligations relating to the provision of the Platform. Such rights and obligations shall supersede any terms to the contrary otherwise contained in these Terms.

14.6 Assignment. Subscriber shall not assign its rights under this Agreement, unless with the written approval of PetDesk. This Agreement shall be binding on and inure to the benefit of the parties, their successors, and permitted assigns and legal representatives. PetDesk may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

14.7 Relationship. Subscriber understands, acknowledges and agrees that PetDesk is an independent third party business acting as a contractor, vendor, or operational service provider to Subscriber, and not as an employee, partner, dealer, licensee, franchisee, joint venturer, or agent to Subscriber.

14.8 No Waiver. The failure of either party to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement.

14.9 Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

14.10 Contact. If you have any questions regarding these Terms, please contact us at support@PetDesk.com or by mail at Locai Inc., 2044 1st Ave., Suite 200, San Diego, California 92101.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE THAT MY USE OF THE PLATFORM AND SITE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

End.

Updated June 1, 2017