Terms of Service

These Terms of Service constitute a legally binding agreement between you and WoofyClub Inc. (together with its affiliates, “WoofyClub”, “we,” “our” or “us”) governing your use of the WoofyClub Platform (as defined below), our mobile application (the “App”) and our website (the “Site”) (together “Platform”) and related services (such as Dog Sitting (as defined below)) and other online or offline communications (collectively referred to as the “Services”).

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE WOOFYCLUB PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR THE APP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WOOFYCLUB PLATFORM. These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Platform, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these terms of services; (ii) you have read and understand these terms of service; and (iii) you agree to these terms of service on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.

Any personal data you submit to the WoofyClub Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at [https://www.woofyclub.com/privacy-policy]. You acknowledge that by using the WoofyClub Platform you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND WOOFYCLUB CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 17). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

1. The WoofyClub Platform

The WoofyClub Platform is a web and mobile application-based platform that enables connections between Clients and Dog Sitters (as defined below). “Clients” are individuals seeking to obtain dog boarding services of their domestic dogs (the “Dog Sitting”) from Dog Sitters and are therefore clients of Dog Sitters, and “Dog Sitters” are individuals and/or businesses seeking to perform Dog Sitting for Clients. Clients and Dog Sitters together are hereinafter referred to as “Users.” If you agree on the terms of a Dog Sitting offer with another User, you and such other User form a Service Contract (as defined below) directly between the two of you as set forth in more detail in Section 3 below.

DOG SITTERS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF WOOFYCLUB. WOOFYCLUB DOES NOT PERFORM DOG SITTING AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM DOG SITTING. BY CONNECTING PEOPLE AND BUSINESSES SEEKING SERVICES WITH SERVICE PROVIDERS, WOOFYCLUB OPERATES AS AN ONLINE REFERRAL MARKETPLACE THAT CONNECTS CLIENTS WITH SERVICE PROVIDERS (DOG SITTERS) WHO WISH TO PERFORM A VARIETY OF DOG SITTING RELATED SERVICES. WOOFYCLUB IS NOT A PROVIDER OF PET SERVICES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DOG SITTING, DOG BOARDING OR VETERINARY SERVICES NOR IS IT LICENSED TO DO SO.

USERS HEREBY ACKNOWLEDGE THAT WOOFYCLUB DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A DOG SITTER’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE SERVICES IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.

The WoofyClub Platform only enables connections between Users for the fulfillment of Dog Sitting. WoofyClub is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services or Users nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users or of any ratings or reviews provided by Users with respect to each other. WoofyClub makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Services requested or Services provided by, or the communications of or between, Users identified through the WoofyClub Platform, whether in public, private, or offline interactions or otherwise howsoever.

WoofyClub reserves the right to rank Dog Sitters in any search queries at its sole discretion. WoofyClub may use a variety of factors to determine how to rank Dog Sitters as WoofyClub may in its sole discretion deem relevant.

Worker Classification and Withholdings

WoofyClub does not employ Dog Sitters. WoofyClub is not responsible for and will not be liable for workers' compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with a User's use of our Services. Each User assumes all liability for proper classification of such User's workers based on applicable legal guidelines.

2. Account, Password, Security, and Mobile Phone Use

You must register with WoofyClub and create an account to use the WoofyClub Platform (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, full address, phone number and email address. By using the WoofyClub Platform, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by WoofyClub for accessing the WoofyClub Platform. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. WoofyClub 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 agree to contact WoofyClub immediately.

The person signing up for the WoofyClub Platform will be the contracting party (“Account Owner”) for the purposes of these terms of service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the WoofyClub Platform; provided, however, that if you are signing up for the WoofyClub Platform on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these terms of service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.

By providing your mobile phone number and using the WoofyClub Platform, you hereby affirmatively consent to WoofyClub’s use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (i) perform and improve upon the WoofyClub Platform, (ii) facilitate the carrying out our services, (iii) provide you with information and reminders regarding your registration, changes and updates, service outages or alterations, (iv) connect you to a Dog Sitter, and (v) share with other Users in private when all Users accept one another’s Services. These calls and texts may include, among other things, reminders about upcoming services on the WoofyClub Platform and/or push notifications and other reminders delivered through our App. WoofyClub will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your Account settings on the Site or the App, texting “STOP” in response to any texts, or by emailing support@woofyclub.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing support@woofyclub.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

3. Contract between Clients and Dog Sitters

You acknowledge and agree that a legally binding contract (the “Service Contract”) is formed when you agree on the terms of a Service with another User. Client and Dog Sitters are responsible for abiding by contract formation laws and requirements and have complete discretion both with regard to whether to enter into a written Service Contract with each other and with regard to the terms of any Service Contract, provided that any such agreements do not conflict with, narrow, or expand WoofyClub’s rights and obligations under this Agreement and provided that such agreements abide by required law. The terms of the Service Contract shall be deemed to include the terms set forth in this section.

The Service Contract is a contractual relationship directly between the Client and Dog Sitter and you agree that WoofyClub is not a party to any Service Contract and the formation of a Service Contract will not, under any circumstance, create an employment or other service relationship between WoofyClub and the Dog Sitter (or Assistants (as defined below)), nor will it create an employment relationship between the Client and the Dog Sitter (or Assistants). WoofyClub’s role is restricted solely limited to provide a place where the Client and the Dog Sitter may track the progress of the Services and to facilitate payment between the parties using the applicable third party payment processing system (the “PSP”). In acting as the limited payment facilitation agent for particular Services, WoofyClub disclaims any other agency or authority to act on behalf of the Dog Sitter or the Client, and assumes no liability or responsibility for any acts or omissions of the Dog Sitter or the Client, either within or outside of the WoofyClub Platform.

Each User agrees to comply with the Service Contract and this Agreement during the engagement, performance and completion of a Service. Both Users agree to notify WoofyClub of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally for at least 30 days after notification (via certified mail or personal delivery) before initiating any proceeding. WoofyClub reserves the right to suspend or terminate any Account pending the resolution of any dispute.

4. Billing and Payment

Users of the WoofyClub Platform contract for Services directly with other Users. Payment for Services is made directly from the User to WoofyClub via the applicable third party PSP.and not by or through WoofyClub. Clients will be solely responsible for paying for each Service and WoofyClub is not obligated to pay Dog Sitter for Client’s failure to pay.

Any fees charged by WoofyClub for premium membership are payable by Users via the applicable third party PSP.

Payment and any other expenses must be paid through the PSP as indicated on the WoofyClub Platform. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, each User agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that WoofyClub is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that WoofyClub has no obligations, responsibility or liability to any User or any other party under the PSP Services Agreement.

All prices and fees displayed on the WoofyClub Platform are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time of a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

5. Promotional Codes

WoofyClub may from time to time provide certain promotional opportunities and referral code opportunities to Users. All such promotions will be run at the sole discretion of WoofyClub, and can be implemented, modified, or removed at any time by WoofyClub without advance notification. The liability of WoofyClub and Affiliates, as well as any of WoofyClub's corporate partners pursuant to such promotional opportunities and contests, shall be subject to the limitations set forth in Section 15 of these Terms of Service.

WoofyClub promotional referral codes ("Promo Codes") may be available and can be used to pay for WoofyClub Service Charges in full, but may not be used to pay for reimbursement of out-of-pocket expenses or tips or gratuity associated with Dog Sitting provided through our Services.

Promo Codes

Promo Codes are an offer by WoofyClub to reduce the amount a Client has to pay in relation to the Services. The use or application of any Promo Code is solely intended as a promotional initiative and does not in any way create a relationship or engagement between WoofyClub or the Dog Sitter or Client, or constitute wages, fees or other amounts paid to the Dog Sitter by WoofyClub. You agree that you will use Promo Codes in accordance with the terms and conditions governing the Promo Code. A new user Promo Code may only be used once by any User, regardless of the email address used during registration. WoofyClub reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a Promo Code by you or any other User in the event that the use or redemption of a Promo Code was in error, fraudulent, illegal, or otherwise in violation of the applicable Promo Code terms and conditions or this Agreement.

6. User Generated Content

“User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the WoofyClub Platform and its Users, including without limitation to images and information of Services. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that WoofyClub:

Is not involved in the creation or development of User Generated Content.
Disclaims any responsibility for User Generated Content.
Cannot be liable for claims arising out of or relating to User Generated Content.
Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the WoofyClub Platform at its sole discretion.

You hereby represent and warrant to WoofyClub that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with WoofyClub or purport you to act as a representative or agent of WoofyClub; and (viii) will not create liability for WoofyClub or cause WoofyClub to lose (in whole or in part) the services of its ISPs or other suppliers.

By making available any User Generated Content through the WoofyClub Platform, you hereby grant to WoofyClub a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Generated Content on, through or by means of the WoofyClub Platform. We do not claim any ownership rights in any such User Generated Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Generated Content.

7. Representations and Warranties

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a WoofyClub or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the WoofyClub Platform, (ii) you will fulfill the commitments you make to other Users, including paying and receiving payment through the WoofyClub Platform using the PSP (as defined below), fulfilling Services agreed upon on the WoofyClub Platform, and only utilizing the PSP specified or approved by us to make or receive payment on the WoofyClub Platform, (iii) you will act professionally and responsibly in your interactions with other Users and (iv) when using or accessing the WoofyClub Platform, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the WoofyClub Platform in any medium other than as allowed by the WoofyClub Platform and these terms of service; (ii) using any automated system (other than any functionalities of the WoofyClub Platform), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the WoofyClub Platform; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the WoofyClub Platform; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the WoofyClub Platform; (viii) infringing upon or violate our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the WoofyClub Platform or staff member of WoofyClub; (xi) interfering with or any activity that threatens the performance, security or proper functioning of the WoofyClub Platform; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the WoofyClub Platform; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the WoofyClub Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the WoofyClub Platform or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) using the WoofyClub Platform for any purpose or in any manner that infringes the rights of any third party; (xvii) offering or soliciting paid services, including dog sitting, outside of the WoofyClub Platform or (xviii) encouraging or enabling any other individual to do any of the foregoing.

You hereby warrant and represent that, other than as fully and promptly disclosed to WoofyClub as set forth below, you do not have any motivation, status, or interest which WoofyClub may reasonably wish to know about in connection with the WoofyClub Platform, including without limitation, if you are using or will or intend to use the WoofyClub Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to WoofyClub in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the WoofyClub Platform.

Additional Representations and Warranties for Dog Sitters

By registering or using the WoofyClub Platform to offer, post, or provide Services, as a Dog Sitter, you represent and warrant that you, and your employees and Assistants (as defined below) who may perform work for you, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which you may be subject in the jurisdiction(s) in which you offer your Services and in relation to the specific job you are performing. Dog Sitters additionally represent and warrant that you will provide timely, high-quality services to your Clients, you will only offer and provide services for which you have the necessary skills, expertise and, if applicable, license, and you will provide the Services safely and in accordance with all applicable laws, and that you have the legal right to work in the country in which you are performing Services.

Additional Representations and Warranties for UsersUser Vetting

In WoofyClub’s sole discretion, Users may be subject to a vetting process before they can register for and during their use of the WoofyClub Platform, including but not limited to a verification of identity through third-party services as appropriate (“Identity Checks”). Although WoofyClub may perform Identity Checks, WoofyClub is not required to do so and cannot confirm that each User is who they claim to be. WoofyClub cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the WoofyClub Platform. WoofyClub has discretion to include or exclude potential Users based off of vetting process results.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. WoofyClub will not be liable for any false or misleading statements made by Users of the WoofyClub Platform. NEITHER WOOFYCLUB NOR ITS AFFILIATES, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, LICENSORS, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS “AFFILIATES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE WOOFYCLUB PLATFORM AND YOU HEREBY RELEASE WOOFYCLUB AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WOOFYCLUB PLATFORM.

8. Mobile App Updates and Upgrades

By installing the App, you consent to the installation of the App and any updates or upgrades that are released through the WoofyClub Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with WoofyClub’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored your device, and (iii) collect personal information as set out in our Privacy Policy, including location information. You can uninstall the App at any time.

9. Termination and Suspension

Unless otherwise agreed to in writing between you and WoofyClub, either party may terminate these terms of service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the WoofyClub Platform to do so (if applicable and available) or by written notice to support@woofyclub.com. After cancellation, you will no longer have access to your Account, your profile or any other information through the WoofyClub Platform. The provisions of these terms of service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of these terms of service and any termination of your use of or subscription to the WoofyClub Platform and shall continue to apply indefinitely. We expressly retain the right to immediately delete your Account without notice in the event (i) you use the WoofyClub Platform to solicit or offer paid services, including dog sitting outside of the WoofyClub Platform and (ii) we have reason to believe User is not trustworthy.

We reserve the right to refuse the WoofyClub Platform to anyone for any reason at any time. WoofyClub may terminate or limit your right to use the WoofyClub Platform in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If WoofyClub terminates or limits your right to use the WoofyClub Platform pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the WoofyClub Platform is terminated or limited, this Agreement will remain enforceable against you. WoofyClub reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 17 of these Terms of Service.

WoofyClub reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the WoofyClub Platform at its sole discretion. WoofyClub is not liable to you for any modification or discontinuance of all or any portion of the WoofyClub Platform. WoofyClub has the right to restrict anyone from completing registration as a User if WoofyClub believes such person may threaten the safety and integrity of the WoofyClub Platform, or if, in WoofyClub’s discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.

10. Links to Third-Party Websites

The WoofyClub Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by WoofyClub or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the WoofyClub Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. WoofyClub does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that WoofyClub is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that WoofyClub has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the WoofyClub Platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. WoofyClub expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the WoofyClub Platform. You hereby agree to hold WoofyClub harmless from any liability that may result from the use of links that may appear on the WoofyClub Platform.

As part of the functionality of the WoofyClub Platform, you may link your Account with online accounts you may have with third-party service providers (such as Facebook) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the WoofyClub Platform; or (ii) allowing WoofyClub to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to WoofyClub and/or grant WoofyClub access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating WoofyClub to pay any fees or making WoofyClub subject to any usage limitations imposed by such third-party service providers. By granting WoofyClub access to any Third-Party Accounts, you understand that (1) WoofyClub may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the WoofyClub Platform via your Account, including without limitation any friend lists, and (2) WoofyClub may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the WoofyClub Platform. Please note that if a Third-Party Account or associated service becomes unavailable or WoofyClub’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the WoofyClub Platform. You will have the ability to disable the connection between your Account on the WoofyClub Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. WoofyClub makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and WoofyClub is not responsible for any SNS Content.

11. Worker Classification and Withholdings

AS SET FORTH IN SECTION 1, WOOFYCLUB DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. EACH USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES. IF A CLIENT, YOU INDEMNIFY AND HOLD WOOFYCLUB AND AFFILIATES HARMLESS, AND IF A DOG SITTER, YOU FULLY AND FINALLY RELEASE WOOFYCLUB AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES, LOSSES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES THAT DOG SITTERS OR ASSISTANTS MAY INCUR OR BECOME ENTITLED TO, WHETHER UNDER CONTRACT, COMMON LAW, CIVIL LAW, STATUTE OR OTHERWISE, IN RESPECT OF SERVICES OR SERVICE CONTRACTS OR THE USE OF THE WOOFYCLUB PLATFORM, INCLUDING WITH RESPECT TO MISCLASSIFICATION OF DOG SITTERS AND ASSISTANTS AND THE TERMINATION OR CESSATION OF ANY SERVICE, SERVICE CONTRACTS, THIS AGREEMENT OR THE USE OF THE WOOFYCLUB PLATFORM.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of WoofyClub. Each User acknowledges and agrees that WoofyClub does not, in any way, supervise, scope, direct, control or monitor a Dog Sitter’s work or Services performed in any manner. WoofyClub does not set a Dog Sitter’s work hours or location of work. WoofyClub will not provide any equipment, tools, labor or materials needed for a particular Service. WoofyClub does not provide any supervision to Users.

The WoofyClub Platform is not an employment agency service or business and WoofyClub is not an employer of any User. As such, WoofyClub is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal, provincial or state withholdings in connection with a User’s use of the WoofyClub Platform. Dog Sitters acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Contracts and performing Services and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.

This Section 11 in no way limits the generality of Section 15.

12. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the WoofyClub Platform is owned by WoofyClub, excluding User Generated Content, which Users hereby grant WoofyClub a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. WoofyClub owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the WoofyClub Platform without WoofyClub’s express prior written consent 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 WoofyClub and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of WoofyClub, including without limitation WoofyClub and WoofyClub logos, are service marks owned by WoofyClub. Any other trademarks, service marks, logos and/or trade names appearing via the WoofyClub Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the WoofyClub Platform, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place WoofyClub under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, WoofyClub does not waive any rights to use similar or related Feedback previously known to WoofyClub, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the WoofyClub Platform. We may terminate this license at any time for any reason or no reason. The WoofyClub Platform and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the WoofyClub Platform, and copyrights (the “WoofyClub Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of WoofyClub or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the WoofyClub Platform. Use of the WoofyClub Content or materials on the WoofyClub Platform for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Your use of the WoofyClub Platform and the relating licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with your use of the App. WoofyClub may modify such guidelines in its sole discretion at any time. WoofyClub reserves the right to terminate your Account and access to the WoofyClub Platform if it determines that you have violated any such applicable guidelines.

13. Copyright Complaints and Copyright Agent

WoofyClub respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the WoofyClub Platform infringe upon your copyright or other intellectual property right, please send the following information to WoofyClub’s Copyright Agent at sanchit@woofyclub.com at 1174 Alta Mesa Dr., Moraga, CA 94556:

A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the WoofyClub Platform where the material you claim is infringed is located. Include enough information to allow WoofyClub to locate the material, and explain why you think an infringement has taken place;
A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Your address, telephone number, and e-mail address;
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;
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; and
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.

14. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of WoofyClub and 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 using the WoofyClub Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify WoofyClub in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect 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 WoofyClub upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of WoofyClub’s trade secrets, confidential and proprietary information, and all other information and data of WoofyClub 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 shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to WoofyClub or WoofyClub’s business, operations or properties, including information about WoofyClub’s staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

15. Disclaimer of Warranties

a) Use Of Our Services Is Entirely At Your Risk

THE WOOFYCLUB PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WOOFYCLUB MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE WOOFYCLUB PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE WOOFYCLUB PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WOOFYCLUB PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

WOOFYCLUB DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED ON THE WOOFYCLUB PLATFORM. WITHOUT LIMITING THE FOREGOING, WOOFYCLUB AND AFFILIATES DO NOT WARRANT THAT ACCESS TO OUR SERVICES WILL BE UNINTERRUPTED OR THAT OUR SERVICES WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY DOG SITTING, SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF OUR SERVICES. WOOFYCLUB AND AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. WOOFYCLUB AND AFFILIATES DO NOT WARRANT THAT OUR SERVICES ARE FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES. WOOFYCLUB AND AFFILIATES WILL IMPLEMENT APPROPRIATE TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE A LEVEL OF SECURITY ADAPTED TO THE RISK FOR ANY PERSONAL INFORMATION SUPPLIED BY YOU.

NOTWITHSTANDING ANY FEATURE A CLIENT MAY USE TO EXPEDITE WOOFYCLUB SELECTION, EACH CLIENT IS RESPONSIBLE FOR SELECTING THEIR DOG SITTER AND WOOFYCLUB DOES NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY A CLIENT AND DOES NOT RECOMMEND ANY PARTICULAR DOG SITTER. WOOFYCLUB DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY DOG SITTER'S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.

b) No Liability

YOU ACKNOWLEDGE AND AGREE THAT WOOFYCLUB IS ONLY WILLING TO PROVIDE OUR SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD WOOFYCLUB AND AFFILIATES, OR THEIR CORPORATE PARTNERS, LIABLE FOR ANY CLAIMS, DEMANDS, DAMAGES, EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY, INCLUDING ATTORNEYS' FEES AND COSTS (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, RELATING TO YOUR OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY WOOFYCLUB AND AFFILIATES, AND ANY DESTRUCTION OF YOUR USER GENERATED CONTENT.

UNDER NO CIRCUMSTANCES WILL WOOFYCLUB AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR , AND YOU HEREBY RELEASE WOOFYCLUB AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY WOOFYCLUB, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WOOFYCLUB PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT WOOFYCLUB AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO WOOFYCLUB DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

16. Indemnification

You hereby agree to indemnify, defend, and hold harmless WoofyClub and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the WoofyClub Platform or perform Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party and (iv) any content submitted by you or using your Account to the WoofyClub Platform, 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. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. WoofyClub reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of WoofyClub.

17. Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND WOOFYCLUB CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND WOOFYCLUB TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the WoofyClub Platform, you will contact us at support@woofyclub.com and you and WoofyClub will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.

Binding Arbitration. You and WoofyClub agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the WoofyClub Platform (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and WoofyClub both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against WoofyClub in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. You and WoofyClub agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and WoofyClub both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and WoofyClub agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and WoofyClub agree otherwise, the seat of the arbitration shall be in San Francisco, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and WoofyClub submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

18. Governing Law

Except as provided in Section 17 or expressly provided in writing otherwise, this Agreement and your use of the WoofyClub Platform will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement.

19. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

20. General Provisions

Failure by WoofyClub to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and WoofyClub with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 17, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of WoofyClub, its successors and assigns.

21. Changes to this Agreement and the WoofyClub Platform

WoofyClub reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these terms of service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the WoofyClub Platform or any content or information through the WoofyClub Platform at any time, effective with or without prior notice and without any liability to WoofyClub. WoofyClub will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the WoofyClub Platform. Your continued use of the WoofyClub Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. WoofyClub may also impose limits on certain features or restrict your access to part or all of the WoofyClub Platform without notice or liability.

22. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

23. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

24. Contacting Us

If you have any questions about these Terms of Service or about the WoofyClub Platform, please contact us by email at support@woofyclub.com or by mail to WoofyClub Inc., at 1174 Alta Mesa Dr, Moraga, CA 94556.