This Agreement governs your use of KeepPet, the Company’s mobile application (including all related documentation, the “Application”). The Application is licensed, not sold, to you.

BY CLICKING THE “AGREE” BUTTON, YOU

(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;

(B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT;

(D) ACKNOWLEDGE AND AGREE THAT ANY ADVICE PROVIDED VIA APPLICATION IS FOR EDUCATIONAL PURPOSES ONLY, GENERAL AND NOT SPECIFIC TO YOUR PET, YOUR PET’S DIAGNOSIS OR TREATMENT OF MEDICAL CONDITIONS UNLESS THERE IS AN EMERGENCY OR A VALID VETERINARIAN-CLIENT-PATIENT RELATIONSHIP (“VCPR”).

VCPR DISCLAIMER

I understand that a VCPR is not established by electronic consultations; VCPR can be established only after a veterinarian’s house call or in-person visit to a veterinarian’s office and can then be maintained through electronic means.

By creating an account on the Application for my pet, I certify that I am the legal owner or guardian of the pet and responsible for all medical decisions for the pet. I acknowledge that I use the Application at my own risk, and I am entirely responsible for the decisions made based on information provided on the Application or by the Company. I understand that any opinion given through the Application is the opinion of the treating veterinary professional and not of the Company, and the Company disclaims any and all liability whatsoever in connection therewith. I acknowledge that the Company has the right to end any relationship with me at any time if the terms of this Agreement are violated.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL AND USE THE APPLICATION OR DELETE IT FROM YOUR DEVICE.

1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to install and use the Application for your personal, non-commercial use on a device owned or otherwise controlled by you (“Device”) strictly in accordance with the Application’s documentation.

2. License Restrictions. You shall not:

copy the Application, except as expressly permitted by this license;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any of its features or functionality, to any third party for any reason;
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or
use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company reserves and retains its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Collection and Use of Your Information. You acknowledge that when you install or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Application. You also may be required to provide certain information about yourself and/ or your pet as a condition to using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself and/ or your pet with others. All information we collect through or in connection with the Application is subject to the Privacy Policy. By installing, using, and providing information to or through the Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Geographic Restrictions. You acknowledge that if you access the Application from outside the United States, you are responsible for compliance with local laws.

6. Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular feature or functionality. Based on your Device settings, when your Device is connected to the Internet either:

the Application will automatically install all available Updates; or
you may receive notice of or be prompted to install available Updates.

You shall promptly install all Updates and acknowledge and agree that the Application or its portions may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to this Agreement.

7. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

8. Term and termination.

The term of this Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section 8.
You may terminate this Agreement by deleting the Application and all copies thereof from your Device. YOUR SUBSCRIPTION WILL CONTINUE UNTIL YOU CANCEL IT IN THE SETTINGS OF THE APPLICATION AND, IF YOU DO NOT CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF A SUBSCRIPTION PERIOD, YOUR MONTHLY SUBSCRIPTION WILL AUTOMATICALLY RENEW. If you have difficulties to cancel your subscription, please contact the KeepPet team as soon as possible by email that is linked to your account to: support@keep.pet.
Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the provisions of this Agreement.
Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Application and delete all copies of the Application from your Device and account.
Termination will not limit any of Company’s rights or remedies at law or in equity.

9. Payments and fees. You are entitled to a refund of your payment to the Company if(i) KeepPet encounters a technical issue which results in the inability of your veterinary professional to complete a video consultation (this excludes device or internet connection issues on your end to access the video consultation or Service); or (ii) your veterinary professional is unable to provide you with any information, guidance, or advice regarding your pet, as determined by the Company in its reasonable discretion.

You are not entitled to a refund of your payment to the Company if you didn’t use the service in your sole discretion. If you believe you are entitled to a refund, please contact the KeepPet team as soon as possible by email to: support@keep.pet. We will then verify whether you are entitled to a refund and, if appropriate, complete the refund as soon as possible.

All financial transactions will be processed in U.S. dollars. You acknowledge and agree that you shall be personally responsible for all incurred expenses. KeepPet reserves the right to modify or implement a new pricing structure at any time prior to billing you for your initial payment or for future payments due pursuant to these Terms and Conditions of Service.

YOUR SUBSCRIPTION WILL CONTINUE UNTIL YOU CANCEL AND, IF YOU DO NOT CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF A SUBSCRIPTION PERIOD, YOUR MONTHLY SUBSCRIPTION WILL AUTOMATICALLY RENEW.

10. Billing and payments. By providing your credit or debit card information (or other payment method accepted by Company from time to time) when you sign up, and as updated from time to time on your Account (your “Payment Method”), you authorize Company and/or our third-party payment processor to charge your Payment Method the then-effective rate for your subscription. If your Payment Method cannot be authorized or is otherwise in error, we may suspend or cancel your subscription. In the event of such failure of your Payment Method, we may take reasonable steps to retry your Payment Method. We may contact you to reconfirm or update your Payment Method. We are not responsible for any fees incurred by you when charging or retrying your Payment Method, including but not limited to, overdraft fees. You can update or change your Payment Method and other billing and payment account information by visiting My cards section of the Settings page in the Application.

11. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION FOR:

PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID, IF ANY, BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

13. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through the Application.

14. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

15. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

16. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.

17. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Los Angeles. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

18. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

19. Entire Agreement. These Terms and Conditions constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

20. Waiver. No failure to exercise, and no delay in exercising, on the part of the Company, any right or any power hereunder operates as a waiver thereof, nor any single or partial exercise of any right or power hereunder precludes further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

KeepPet on BIT 2018