Terms of Service
Last Updated: November 4, 2015
The Terms of Service stated herein (collectively, the “Terms”) govern the access or use of the services offered by PupWalkr, LLC. (the “Company” or “PupWalkr”) to you, the individual/business, at the PupWalkr website (www.pupwalkr.com the “Site”) or the mobile application (the “App”).
The collective services made available by the Company, including but not limited to (“including but not limited to” will be henceforth referred to as “including” and “include”): the Site, the App, and other services that may be made available at a later date, will be hereafter referred to as the “Service”). Any employment, consulting, User, or independent contractor relationship between the party and the Company hereto, whether commenced prior to, upon, or after the date of these Terms, is referred to herein as the "Relationship",
Using or receiving any Service supplied by the Company constitutes your agreement to be bound by these Terms, establishing a contractual relationship between you and the Company. If you disagree with any of these terms, you may not access or use the Service.
The Company reserves the right to modify the Terms or any policies relating to the Service at any time. These changes will be effective immediately upon the posting of the updated Terms. It is your responsibility to regularly review the Terms, for continued use of the Service after any such changes will constitute your consent to such changes.
1. Service Connects Walkrs and Owners
Within the Company’s Service, the Owners are individuals and/or businesses seeking dog walks (“Walks”), and Walkrs are the individuals and/or businesses providing said Walks (Owners and Walkrs collectively are “Users”). The Service is simply a communication platform, through which Walkrs and Owners can find one another. The Owners are individuals and/or businesses seeking dog walks (“Walks”), and Walkrs are the individuals and/or businesses providing said Walks (Owners and Walkrs collectively are “Users”).
2. Service is Only a Venue
The Company provides a platform for the communication between Walkrs and Owners. The Company will endeavor to ensure the Service is delivered properly, but is ultimatelyIt is not responsible for the Users in any way, including but not limited to:
1. The Walkr’s
a. Quality of service
i. Failure to provide
j. Or any actions/inactions taken by the Walkr
2. The Owner’s
a. Accuracy of information provided (address, method to access place of residence, etc.)
b. Dog’s traits (aggression, violence, size, etc.) or the dog's physical/mental well being (prone to biting, rabies, fleas, ticks, etc.)
g. Or any actions/inactions taken by the Owner
The Company makes no representations or claims on the feasibility, legality, timeliness, suitability, reliability, or accuracy of the Walk that is requested through the service, be the request made via Site, App, in public, in private, offline, or any other method. A Walk, as defined by the company, begins when the Walkr arrives on the property, and ends when the Walkr is no longer on the property. When a Walkr and Owner relationship is established for a Walk, the Owner is contracting directly with the Walkr. The Company is not a party to the contract.
3. Users are Evaluated
Users may be subject to a thorough and extensive evaluation process prior to gaining access to the service. This evaluation process may include, but will not be limited to:
1. A verification of identity, address, age, and payment method
2. A background check at the county, state, and local level (3rd parties may be used for this process)
Within the compliancy of the Fair Credit Reporting Act (as well as federal and state laws), the User gives the Company consent to perform a full and complete background check as often as decided necessary by the Company alone.
Because the Company cannot fully guarantee the true identity of the user, the Company therefore also cannot guarantee the results of the background check to be true to the user. Users should always use caution when interacting with others on the service. The Company and its affiliates are not responsible or liable for any actions of its Uusers, online or offline, and are thus are free from any liability that may result from its uUsers. By agreeing to these terms, you hereby release the Company, its affiliates, and the licensors from any liability or damage that may result from your use of the service.
By using the Service, Users hereby warrant and represent that they are must also be over the age of eighteen (18) to access and/or use the Service.
4. Responsibilities of the Users
The responsibilities of the Owner include (but are not limited to): Ensuring that ALL the dogs under their account belong to them, and no other. Ensuring that all of the dogs under their account are up to date on all shots, vaccinations, and any other medical needs required. Ensuring that their dog's behavior is compatible with being handled, harnessed, leashed, and walked by new Walkrs.
The responsibilities of the Walkr (but are not limited to): Watch for the behavior of the dogs they are Walking, and deem a situation too dangerous when needed.
5. Billing and Payment
Both Walkrs and Owners will need to provide credit card and/or bank account details to the Company’s and its selected payment service provider (“PSP”). The Company reserves the right to change the PSP at any time, and continued use of the Service dictates the User’s consent to the any updates.
The Owner alone is responsible for paying for the Walk, (“Pay” or “Payment”) the different components of which could include the following:
1. Payment to the Company for the use of its Service
2. Tips and/or gratuities
3. Any surcharges that may apply
4. Any additional out of pocket expenses agreed upon between the Walkr and Owner
5. Taxes on the Payment
The Users may need to register with the Company’s designated PSP, review and agree to their terms and conditions, and go through their own vetting process, all upon the discretion of the PSP. THE COMPANY DOES NOT TAKE PART IN THE CONTRACTUAL AGREEMENT BETWEEN THE USER AND THE PSP, AND HOLDS NO LIABILITY OR OBLIGATION UNDER ANY CIRCUMSTANCES.
Upon confirmation of the Walk, the Walkr will receive payment either on the next approaching Thursday of the week or 72 hours following the walk (whichever event happens after the other will be the date of payment).
All transactions (payments, fees, tips, etc.) must be paid through the Service’s PSP. Failure to do so is in direct violation of the Terms, and will result in immediate suspension of the Service.
The Company reserves the right to pause and/or hold any transactions between Users, and refund any transactions between Users of its own discretion.
6. Promotional Codes and Walk Credits
The Company may distribute promotional codes (“Promo Code”) which Owners can use to pay a discounted amount on their purchase.
You agree to comply with all rules that the Promo Code is presented to you with. These can include: not sharing your specific Promo Code, not using a single use Promo Code multiple times, not creating multiple accounts to take advantage of the Promo Code multiple times, not creating multiple accounts to claim free Walks, etc.
The Company and its Service only provides a platform for the communication between Walkrs and Owners. It is never involved with the Users or the Walks, so if a dispute were to ever arise between you and another User from use of the Service, you release the Company, our officers, directors, agents, investors, subsidiaries, and employees from any and all claims, damages, demands (whether actual or consequential) of every kind and nature (known and unknown, suspected and unsuspected, disclosed and undisclosed) arising out of or in any way connected with such disputes.
The Company definitively and explicitly disclaims any and all liability that may arise between Users of its Service.
8. Acceptable Owner/Walkr Behavior
If the Company ever creates an online environment where the Users can interact with one another, the Users will conduct themselves with propriety and legality. These include:
2. Abiding by all legal boundaries within the region they are located in
9. Termination or Suspension from Service
The Company reserves the right to terminate or suspend you from the service for any or no reason, without the need to convey the reason to you. You will be notified of your suspension via email, letter, sms, or some other method as decided upon by the Company. Once the notification has been delivered (not necessarily received), your suspension will take effect immediately.
Your termination or suspension will also come with the following terms:
1. You will not be entitled to any of the credit left unused on your account by any means (including refunds, credits, transfer of credits, etc.)
2. You will not be allowed to register for the Service again under any circumstance--even if you are registering on behalf of another individual or a 3rd party.
3. In addition to your suspension, the Company reserves the rights to take appropriate legal actions against you, including, without limitation, the pursuit of civil, criminal, and injunctive compensation.
CONTACTING ANOTHER USER FOR THE PURPOSES OF SETTING UP A SERVICE (WHETHER IT BE DOG WALKING RELATED OR NOT) THROUGH A CONTACT OBTAINED THROUGH THE COMPANY AND/OR THE SERVICE IN ANY MEANS OTHER THAN THE PROVIDED SERVICE IS A STRICT VIOLATION OF THESE TERMS OF AGREEMENTAND CONDITIONS. UNLESS YOU ARE SPECIFICALLY TOLD OTHERWISE BY THE COMPANY, DOING SO WILL RESULT IN AN IMMEDIATE AND PERMANENT TERMINATION AND SUSPENSION FROM THE SERVICE, AS WELL AS THE POSSIBLE APPROPRIATE LEGAL ACTION AGAINST YOU.
These Terms will remain enforced upon you even after your terminatione or suspension from the Service and/or the Company. Your obligations to these Terms may be terminated at any time by ceasing your use of the sService. All sections which by their nature should survive the expiration or termination of these Terms shall continue in full force and effect subsequent and notwithstanding the expiration or suspension of these Terms.
10. Owner/Walkr Account, Security, and Mobile Application Use
In order to gain access to the Service, you may need to either register with the Company, its partners, and/or create an account. You are the sole authorized user of your account. You may also be provided a key lock box to provide the proper Walkrs access to your residence. It is your responsibility to maintain confidentiality of any password, account number, lock box combination, or any other information provided by you or the Company for the purpose of accessing the Service. All activities that occur under your password or account are solely and fully your responsibility. The Company has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account, or you suspect any other breach of security, you will contact the Company immediately. The Company is not responsible for the security of your account, and thus holds no responsibility or liability if your account security is compromised and actions unauthorized by you actions are taken through your account.
By providing your mobile phone number and using the Service, you hereby affirmatively consent to our use of your mobile phone number for calls, texts, messages, and other methods of direct contact via mobile phone in order to perform and improve upon the Service. The Company will not assess any charges for the calls, texts, or other methods of contact, but standard message charges or other charges from your wireless carrier may apply. You may opt out of receiving these messages by contacting email@example.com.
11. Your Information and Likeness
Any of the information and materials that you provide to the Company through access or use of the Service, with the exception of financial information and address, including content that you have posted or transmitted for use in Public Areas will be defined as “Your Information.” You are solely responsible for Your Information, and the Company acts only as a passive conduit for your online distribution and publication of Your Information. This information and materials provided by you the User, as described in this Section, is collectively referred to herein as “User Generated Content.” You hereby represent and warrant to the Company that Your Information will meet or exceed all of the criteria listed below:
1. It will not be false, inaccurate, incomplete, or misleading.
2. It will not be fraudulent, involve the sale of counterfeit or stolen items, or be illegal in any way.
3. It will not infringe any copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy of the Company or any third party.
4. It will not violate any law, statute, ordinance, or regulation. This includes without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising.
5. It will not be defamatory, libelious, unlawfully threatening, or unlawfully harassing.
6. It will not be obscene or contain pornography of any manner or degree, or be harmful to minors in any way (obscenity to be determined by the Company).
7. It will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots, crawlers, scrapers, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, expropriate, or cause any negative or ill effect to any system data, or persona information.
8. It will not create liability for the Company or cause the Company to lose (in whole in part) the services of its ISPs or any other partners or suppliers.
The Service will host User Generated Content Relating to reviews of specific Walkrs. Such reviews are opinions of Users and not the opinion of the Company. They have not been verified or approved by the Company in any way, and each Owner should undertake their own research to be satisfied that a specific Walkr is the right person for a Walk. You agree that the Company is not liable in any way for the User Generated Content.
You hereby grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free sub licensable (through multiple tiers) rights to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the Service.
Any Users that provide to the Company, or to other Users through the Service, any videotape, film, record, photograph, any text, video or audio recording (electronic or physical), voice, or all related instrumental, musical, or other sound effects, in exchange for the right to use the Service hereby irrevocably grants to the sub licensable, worldwide, unrestricted, and perpetual right to:
1. Use any video, photo, or audio provided by the User to the Company, and use, reproduce, modify, or creative derivatives of such User picture, silhouette, and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”), in and in connection with the exhibition, distribution, display, performance, transmission, broadcasting on any and all media, including, without limitation, the internet, of any videos or images of such User in connection with the Service
2. Reproduce in all media any recordings provided by the User’s voice, and all related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Service.
3. Use, and permit to be used, such User’s Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Service in any media.
4. Use, and permit to be used, such User’s name and identity in connection with the Service.
Each User hereby waives all rights and releases the Company from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion or right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, likeness, or voice in connection with the Service.
The Company maintains these rights for any and all content that is sent or created among Users through the use of the Service, including any and all messages sent between users during the Service, whether text or media (including photos, videos, and audio recording). These messages are the property of the Company, and will not need the permission of either Users for its use as stated above.
12. Links Directing to Other Sites
While using the Service, you may be directed to other third party sites (via “Links”). These Links (such as hyperlinks) from the Service to other sites on the Web are not endorsements by the Company to those sites or their content and should not be interpreted as such. The Company does not control any such sites, and holds no responsibility for their content. The existence of these Links on the Site or Service to such websites does not translate to the Company’s endorsement of any of the material on such websites, or any association with their operators. These include, without limitation, the external websites that are framed by the Company and its Service as well as any advertisements displayed in connection therewith. It is your responsibility to evaluate the content and the services of other sites.
As part of the functionality of the Service, you may link your account with other online accounts you may have with third party service providers (each such account to be referred to as a “3PA”) by either
1. Providing your Third Party Account login information to the Service
a. The Company may access, make available, and store any content that you may have under your account in the 3PA (to be referred to as the “SNS Content”) (including information you may have provided to the 3PA, stored on the 3PA, or any that the 3PA may have gathered and makes available for the Company) to make it available on and through the Service via your Account including without limitation any friends lists, photos, videos, audio recordings, and general information.
b. The Company may submit and receive additional information to your 3PA to the extent that you are notified when you link your account with the 3PA. Unless specified otherwise in these Terms, all SNS content will be considered User Generated Content, and will be treated as such for all purposes of these Terms. Depending on the 3PA you choose and subject to the privacy settings that you have set in such 3PA, personally identifiable information that you pose to your 3PAmay be available on and through your account on the Service. Please note that if a 3PA or associated service becomes unavailable or the Company’s access to such 3PA is terminated by the third party service provider, then the SNS Content may no longer be available on and through the Service. You will also maintain the ability to disconnect your third party account with that of the Service. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. The Company will make no effort to review any of the SNS Content provided by the 3PA, including but not limited to its accuracy, legality, or non-infringement, and the Company is not responsible for any of the SNS Content. You acknowledge and agree that the Company may access your e-mail address book associated with a 3PA and your contacts list stored on your mobile device or tablet computer solely for the purpose of identifying other users of the Service with which you have listed as contacts. At your request made via e-mail to firstname.lastname@example.org, the Company will deactivate the connection between the Service and your 3PA and delete any information stored on the Company’s servers that was obtained through such 3PA, except the username and profile picture that became associated with your account.
13. Worker Classification and Withholdings
Each User assumes all liability for proper classification of such User’s workers as temporary help, independent contractors, or employees based on applicable legal guidelines.
Users do not have the authority to enter into written or oral–whether implied or express—contracts on behalf of the Company. Each User acknowledges that the Company does not, in any way, supervise, direct, or control a Walkr’s work or the Walks performed in any manner. The Company does not set a Walkr’s hours, or locations of work. The Company will not provide any equipment, labor, or materials needed for a particular Walk.
THE SERVICE IS A VENUE FOR CONNECTING WALKRS AND OWNERS. IT IS NOT AN EMPLOYMENT SERVICE AND THE COMPANY DOES NOT SERVE AS AN EMPLOYER OF ANY USER. AS SUCH, THE COMPANY WILL NOT BE LIABLE FOR ANY TAX OR WITHHOLDINGS, INCLUDING BUT NOT LIMITED TO UNEMPLOYMENT INSURANCE, EMPLOYER’S LIABILITY, SOCIAL SECURITY, OR PAYROLL WITHHOLDING TAX IN CONNECTION WITH YOUR USE OF USER’S SERVICES.
By using the service, you agree to indemnify, hold harmless, and defend the Company from any and all claims that a Walkr was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency, or other body that a Walkr was misclassified as an employee (including, but not limited to, taxes, penalties, interests, and attourney’s fees), as well as claims under any employment-related laws, such as those relating to retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.
14. PupWalkr Coverage
The insurance policy and insurance provider that the Company has chosen to use (now, “PupWalkr Coverage”) provides protection for up to:
1. USD 1,000,000 per occurrence, up to USD 2,000,000 annually in damages arising from:
a. Bodily injury
b. Property damage
c. Personal injury
d. Advertising injury
f. Completed operations
2. USD 10,000 in damages arising from:
c. Mysterious disappearance of personal property of the Owner while under the care of a Walkr, an employee, or incidental helper.
These payments are subject to certain conditions, limitations, and exclusions. The above is only a summary of the current PupWalkr Coverage. The Company will endeavor to ensure the insurance information is accurate and up to date but is ultimately not liable for ensuring that the insurance information matches the PupWalkr Coverage exactly. As the business needs of the Company may change over time, the Company reserves the right to change its insurance provider and/or policy at any time, without express notice or liability.
Any improper use of a Company provided key lock box will result in the User's immediate expulsion from under the PupWalkr Coverage Insurance These improper uses include, but are not limited to, giving the combination to any other individual whether affiliated with The Company or not (for all members of The Company granted access to that particular apartment will already have the combination available to them), putting any items in the key lock box that is not explicitly approved by The Company, using the key lock box for any use besides those explicitly stated by The Company for the Service, changing the combination for either the pad lock or key compartment, or tampering with the key lock box or moving its location in any way that is not expressly requested by The Company. Should you suspect that any unauthorized party may have gained knowledge of your combination, be using your key lock box, or you suspect any other breach of security, you will contact the Company immediately. The Company, while it maintains ownership of the key lock box, is not responsible for the security of your key lock box, and thus holds no responsibility or liability if your account security is compromised and actions unauthorized by you actions are taken as a result of the compromise in security of the key lock box.
15. Intellectual Property Rights
All content that a User sees or reads through the Service is owned by the Company. This includes, but is not limited to, all text, graphics, editorial content, data, formatting, graphics, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, and other content (collectively the “Proprietary Material”). User Generated Content is an exception to this in that the company has the rights to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. The Company owns all Proprietary Material, the coordination, selection, arrangement, and enhancement of such Proprietary Material, all as a Collective Work under the United States Copyright Act, as amended.
The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without the Company’s express prior written content and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of the Company and, if applicable, the holder of the rights to the User Generated Content.
The service marks and trademarks of the Company, including without limitation the Company and the Company logos are service marks owned by the Company. Any other trademarks, service marks, logos, and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos, or trade names without the express written consent of the owner.
16. Ownership of Inventions
Inventions Retained and Licensed. User has attached hereto, a complete list describing with particularity all Inventions (as defined below) that, as of the initial date of use of the Service: (i) User made, and/or (ii) belong solely to User or belong to User jointly with others or in which User has an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, User represents that there are no such Inventions at the time of beginning use of the Service, and to the extent such Inventions do exist and have not been expressly brought to the Company’s attention either before or at the time of beginning use of the Service, User hereby forever waives any and all rights or claims of ownership to such Inventions. User understands that User’s identification of any Inventions to the Company does not constitute an acknowledgement by the Company of the existence or extent of such Inventions, nor of User’s ownership of such Inventions. User further understands that User must receive the formal approval of the Company before commencing User’s Relationship with the Company.
Use or Incorporation of Inventions. If in the course of the Relationship, User uses or incorporates into a product, service, process or machine any Invention not covered by Section 16.4 of these Terms in which User has an interest, User will promptly so inform the Company in writing. Whether or not User gives such notice, User hereby irrevocably grants to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.
Inventions. User understands that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. User understands this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. User understands that “Company Inventions” means any and all Inventions that User or User’s personnel may solely or jointly author, discover, develop, conceive, or reduce to practice in connection with, or as a result of, the Services performed for the Company, except as otherwise provided in Section 16.7 below.
Assignment of Company Inventions. User agrees that User will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all User’s right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein. User hereby waives and irrevocably quitclaims to the Company or its designee any and all claims, of any nature whatsoever, that User now has or may hereafter have for infringement of any and all Company Inventions. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, User hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
Maintenance of Records. User agrees to keep and maintain adequate and current written records of all Company Inventions made or conceived by User or User’s personnel (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available to and remain the sole property of the Company at all times. User agrees not to remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business. User agrees to deliver all such records (including any copies thereof) to the Company at the time of termination of the Relationship as provided for.
Patent and Copyright Rights. User agrees to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. User further agrees that User’s obligation to execute or cause to be executed, when it is in User’s power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. User hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as User’s agent and attorney-in-fact, to act for and in User’s behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by User’s subsequent incapacity.
Exception to Assignments. Subject to the requirements of applicable state law, if any, User understands that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable state law, if any. In order to assist in the determination of which inventions qualify for such exclusion, User will advise the Company promptly in writing, during and for a period of twelve (12) months immediately following the termination of the Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by User or User’s personnel in connection with, or as a result of, the Services performed for the Company during the period of the Relationship.
17. Copyright Complaints and Agent
If you believe, in good faith, that any content or materials that you encounter while in use of the Service, or associated with the Service or Company, is infringing upon your copyright or other intellectual property right, please contact us at email@example.com with the following information:
1. Description of the copyrighted work you are claiming has been infringed upon. Include the URL or other specific location on the Service where the material you’re claiming is infringed is located. You must include enough information for the Company to locate the material, and also explain why you believe that an infringement has taken place.
2. A description of the location where the original, or authorized copy of the copyrighted work, exists (for example: the URL where the work is posted, or the name of the work where it has been published).
3. Your contact information (address, telephone number, and email address).
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
5. A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf
6. An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
18. Information Confidentiality
“Confidential Information,” as herein defined, is a valuable, special, and unique asset of the Company. You acknowledge and expressly agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of the Confidential Information. You are responsible for notifying the Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of the Confidential Information. You are also responsible for protecting the Confidential Information from unauthorized disclosure, transfer, or use. You shall return all originals and any copies of any and all materials containing Confidential Information to the Company upon termination of these Terms for any reason whatsoever.
The term “Confidential Information” shall also refer to any and all of the Company’s trade secrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information will furthermore be defined to include, but not limited to, technical data, know-how, research, product inventions, processes, formulas, technologies, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observations. The release or leak of Confidential Information will not change the classification of such information. Only the express declassification of the Classified Information by the Company will change its classification status. Disclosure, transfer or use of such Confidential Information is still prohibited, and should be treated as such.
19. Disclaimer of Warranties
THE USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY OF THE FOLLOWING:
1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT
2. PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE
3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN OR WITH OUR PSP. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTIONS BETWEEN YOU AND THE THIRD PARTY PROVIDERS OF PRODUCTS OF SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SERVICE WILL BE ERROR-FREE. COMPANY, ITS AFFILIATES OR LICENSORS ALSO DO NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENT OF ANY WALK OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE.
NEITHER THE COMPANY, NOR ITS AFFILIATES OR LICENSORS, IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
NEITHER THE COMPANY, NOR ITS AFFILIATES OR LICENSORS, WARRANT THAT THE SERVICE IS FREE FROM HARMFUL COMPONENTS SUCH AS VIRUSES, WORMS, TROJAN HORSES, OR OTHER MALICIOUS SOFTWARE.
THE COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT, AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED, OR USED BY OTHERS.
THE COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT, AND DO NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY WALKR’S PROFESSIONAL ACCREDITATION, REGISTRATION, OR LICENSE.
20. No Liability
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT THE COMPANY WILL ONLY PROVIDE THE SERVICE UNDER THE CONDITION THAT YOU, AS THE USER, AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THE THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD THE COMPANY, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS IN PROMITIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING INCONNECTION WITH THE CONDUCT, ACT, OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT OF ANY KIND WHETHER SEXUAL OR OTHERWISE, ACTS OF ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY THE COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION, OTHER THAN PURSUANT TO THE PROTECTION PLEDGE TERMS.
UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE SERVICE.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE COMPANY OR ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, AFFILIATES, OR LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES IN EXCESS OF THE PROTECTION PLEDGE TERMS, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY DURING THE THREE (3) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
21. Restitution and Indemnification
In using the Service, you hereby agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense, or demand of liability, including attorney’s fees and costs incurred, in connection with any of the following:
1. Your use or inability to use the Service
2. Any content submitted by you or using your account to the Service, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of the Company.
22. Dispute Resolution
A. INFORMAL NEGOTIATIONS
In an effort to expedite the resolution of conflicts and to reduce the cost of any dispute, controversy, or claim related to these Terms (to be referred to as a “Dispute”), you and the Company agree to attempt a negotiation for any Dispute (except those expressly stated as exclusions below) informally for at least (60) days before initiating any arbitration or court proceeding. Such informal negotiations will begin upon your confirmation of receipt of the written notice. Such notices will be sent to your billing address, as well as your email address as you have provided to the Company. The Company address for such notices is PupWalkr, LLC., 220 26th St. NW Atlanta, GA, 30309, Apt 3304.
B. BINDING ARBITRATION
If you and the Company cannot achieve a resolution to the Dispute through informal negotiations, all of the claims arising from use of the Service (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. Any election to arbitrate by either party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), and where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (www.adr.org). Both your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed USD 10,000, the Company will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil procedure 11(b)). The actual arbitration may be conducted in person, via document submissions, by phone, or online. The arbitrator will make a statement only if requested by a party, but if no such requests are made, decisions will be made in writing. The arbitrator must follow applicable law, and any reward may be challenged if the arbitrator fails to do so. Except as otherwise provided in these Terms, you and the Company may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgement on the award entered by the arbitrator.
C. EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION
Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in Atlanta, Georgia with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights.
D. WAIVER OF RIGHT TO BE A PLANTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING
You and the Company agree that any arbitration will be limited to the Dispute between the Company and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless agreed upon by both you and the Company, the arbitrator may notr consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.
E. LOCATION OF ARBITRATION
Arbitration will take place in Atlanta, Georgia. You and the Compaany agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the California Georgia state and Federal courts located in Atlanta, Georgia have exclusive jurisdiction and you and the Company agree to submit to the personal jurisdiction of such courts.
23. The Governing Law
You and the Company agree that, other than as set forth under the subsection entitled “Waiver Of Right To Be A Plaintiff Or Class Member In A Purported Class Action Or Representative Proceeding” in Section 20 above, if any portion of Section 20 entitled “Dispute Resolution” is found illegal or unenforceable, that that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled “Exceptions to Alternative Dispute Resolution” in Section 20 is found to be Illegal or unenforceable, neither you nor the Company will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Atlanta, GA, and you and the Company agree to submit to the personal jurisdiction of that court.
Except as expressly provided otherwise, these Terms will be governed by, and will be construed under, the laws of the State of Georgia, without regard to choice of law principles.
The Company may, of its own accord, provide certain promotional opportunities, sweepstakes, and contests to an individual, a select group of individuals, or all users. All such promotions will be run at the sole discretion of the Company, and can be activated, modified, or removed at any time by the company without advance notification and the liability of any of the Company’s partners pursuant to such promotional opportunities, sweepstakes, and contests shall be limited pursuant to Section 18 of these Terms, including but not limited to Section 18 of these Terms.
25. No Agency Intent
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
26. General Conditions
Failure by the Company to enforce or uphold any provision(s) of these Terms will not be a waiver of any provision of right, and should absolutely not be interpreted as such. Such a case will be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws and rules. These Terms constitute the entire agreement between you and the Company with respect to its subject matter. Even if any provision of these Terms are found to be invalid or unenforceable for any reason, the remaining provisions will still be enforced to the fullest extent possible, and remain in full force and effect. These Terms will inure to the benefits of the Company, its successors, and assigns.
27. Changes and Updates to this Agreement and Service