1. Services. These terms and conditions (“Terms”) govern the provision of Services by Pawville,
Inc., a North Carolina corporation, and its subsidiaries and affiliates (collectively, “Pawville”). Any customer receiving Services from Pawville is referred to herein as “you” or “Customer”. Each of Pawville and Customer individually be referred to as a “Party” and collectively as the “Parties.” As used in these Terms, “Services” means pet boarding, pet daycare, pet training, pet grooming, and/or any combination thereof. Any estimate, quote, invoice, receipt, email, text message or other document issued by Pawville to Customer relating to the Services (each a
“Service Document”), together with these Terms (collectively, this “Agreement”) comprise the sole, exclusive, and entire agreement between the Parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral. These Terms shall prevail to the extent any terms and conditions in a Service Document are inconsistent with these Terms.
2. Delays. Pawville shall perform Services in its sole discretion. If a performance timeframe is
specified in any Service Document, Pawville shall use its commercially reasonable efforts to meet such timeframe or deadline, but in no event shall Pawville be liable for any loss, damage, or expense associated with Pawville’s inability or failure to meet any such timeframes or deadlines.
3. Fees and Expenses; Payment Terms; Late Payments; Taxes. Customer shall pay the fees set forth in the applicable Service Document or, if none, the then-current fees and costs charged by Pawville for such services. Customer shall pay all amounts due to Pawville by the date of Customer’s pet pickup. In the event payments are not received by Pawville within twenty (20) days after becoming due, Pawville may: (i) charge interest on any such unpaid amounts at a rate of one percent (1%) per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full. Except for circumstances where Pawville agrees to a Customer’s request to extend their pet’s stay at a Pawville location, in the event a Customer does not pick up their pet on the scheduled pick-up date, Customer agrees to pay double the daily boarding rate for each day after the scheduled pick-
up. Customer shall be responsible for all sales, use, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
4. Customer Representations, Warranties, and Obligations. Customer represents, warrants, and agrees that (a) it is the lawful owner of the pet(s) for whom Pawville will be providing Services hereunder, or the duly authorized agent of such owner(s) with the full authority to enter into this Agreement on behalf of such owner(s) and bind such owner(s) hereto as if each was a “Customer” him, her, or itself, (b) he/she/it has fully and accurately completed and provided any and all Service Document or other paperwork or information provided to
Pawville, (c) he/she/it will respond promptly to any Pawville request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Pawville to perform Services; (d) he/she/it will provide such materials, contacts, or information as Pawville may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; (e) he/she/it has and will obtain and maintain all vaccinations for their pet(s) required by Pawville in relation to the Services before the date on which the Services are to start; and (f) he/she/it will pick up their pet(s) from the applicable Pawville location on the scheduled pick-up date.
5. Pet Abandonment. Customer understands and agrees that if his/her/its pet is not retrieved from the applicable Pawville location within ten (10) calendar days after the scheduled pick-up date, Customer’s pet shall be deemed abandoned. For the avoidance of doubt, such event shall be deemed by Pawville as conclusive evidence of Customer’s intent to relinquish all rights and claims to the pet permanently. Following the expiration of such period,
Pawville shall gain legal custody and ownership of the pet and, thereafter, retains the right to keep the pet, place the pet with another suitable Customer, or rehome the pet with a shelter, humane society, or rescue group, all in Pawville’s sole and exclusive discretion. Customer fully understands and agrees that if the pet is abandoned, Customer may be unable to retrieve possession of the pet and will have no recourse against Pawville. Notwithstanding such disposition, Customer shall be responsible for all fees or charges incurred by Pawville while
the pet is in Pawville’s care, custody, or control.
6. Warranties. Pawville warrants that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards. EXCEPT FOR THE EXPRESS WARRANTY CONTAINED IN THIS SECTION 6, PAWVILLE, NOR ANY OTHER PERSON ON PAWVILLE’S BEHALF, MAKES OR ASSUMES ANY OTHER REPRESENTATION OR WARRANTY REGARDING THE SERVICES, EITHER ORAL OR WRITTEN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 6.
7. Release; Limitation of Liability.
(a) Customer hereby expressly waives and knowingly and voluntarily releases, acquits,
remises and forever discharges Pawville as well as its/their respective shareholders, directors, officers, employees agents, successors, and assigns from any and all past, present or future claims, charges, complaints, grievances, damages, obligations, costs, loss of income, attorneys’ fees, demands, actions, causes of action for injuries, expenses, pain and suffering, property damages, or causes of action of any kind whatsoever, at law or equity, contingent or otherwise, matured or unmatured, known or unknown, foreseeable or unforeseeable, actual or potential, that Customer may have, or claim to have, now or hereafter arising or existing, against any such party, on account of injury, disease, disability, death, or property damage arising out of or attributable to the Services, including injury, sickness, or death sustained
by my pet(s) while at Pawville, whether arising out of the acts or omissions of any of the foregoing releasees. Customer covenants not to make or bring any such claim against the foregoing releasees, and forever releases and discharges them from liability under such claims.
(b) IN NO EVENT SHALL PAWVILLE OR ITS/THEIR RESPECTIVE
SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS
BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, ENHANCED, SPECIAL OR PUNITIVE DAMAGES,
INCLUDING ANY DAMAGES FOR LOSS OF USE, LOSS OF REVENUE OR PROFIT, OR
DIMINUTION IN VALUE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES
WERE FORESEEABLE AND WHETHER OR NOT PAWVILLE WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
(c) IN NO EVENT SHALL PAWVILLE’S AGGREGATE LIABILITY ARISING OUT OF
OR RELATING TO THE SERVICES PERFORMED FOR CUSTOMER, WHETHER ARISING OUT OF
OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID TO PAWVILLE BY CUSTOMER FOR
THE SERVICES WHICH ARE THE SUBJECT OF THE APPLICABLE CLAIM.
8. Indemnification. Customer shall defend, indemnify, and hold Pawville and its/their respective shareholders, directors, officers, employees, agents, successors and assigns harmless from and against any and all claims, demands, causes of action, suits, proceedings, losses, damages, penalties, fines, liabilities, judgments, settlements and/or expenses (including, without limitation, reasonable attorneys’ fees and other costs and expenses)
arising from or related to: (a) any breach of these Terms by Customer; (b) Customer’s negligence, intentional misconduct, or breach of applicable law, rule, or regulations; or (c) any acts or omissions of the Customer’s pet(s), including, but not limited to, injury, sickness, or disease to other pets.
9. Photography and Related Rights. Customer understands that in the course of receiving Services, his/her/its pet(s) may be photographed or recorded through audio, visual, or audiovisual devices. Customer authorizes Pawville to use the pet’s name, image, voice, or likeness in materials, whether internal or external facing, for reporting or promotional purposes (in the Company’s sole discretion). Customer acknowledges and understands
the difficulty associated with locating and removing all uses of images, names, voices, or likenesses in materials and, to that end, Customer consents to Pawville’s use of this name, image, voice, or likeness in perpetuity.
10. Termination. In addition to any remedies that may be provided under this Agreement, Pawville may terminate this Agreement with immediate effect upon notice to Customer at any time for any reason. Pawville shall be compensated for any Services performed at the time of termination. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this
Agreement including, but not limited to, the following provisions: Section 3 (Fees and Expenses), Section 4 (Customer’s Representations, Warranties, and Obligations), Section 5 (Pet Abandonment), Section 6 (Warranties), Section 7 (Release; Limitation of Liability), Section 8 (Indemnification), Section 9 (Photography and Related Rights), Section 10 (Termination), Section 11 (Force Majeure), and Section 12 (Miscellaneous).
11. Force Majeure. Pawville shall not be in default of, or liable for any delay in the performance of, this Agreement by reason of any occurrence or event beyond the control of Pawville, including, but not limited to, any acts of God, flood, fire, explosion, or other natural or man-made disaster, epidemic, pandemic, viral or bacterial outbreak, war, invasion, hostilities, terrorist threats or acts, riots or other civil unrest, governmental orders, laws, emergency proclamations, or quarantine restrictions, actions, embargoes or blockades, shortage or unavailability of llabor, strikes, labor stoppages or slowdowns or other disturbances (each a “Force Majeure Event”). In the event of a Force Majeure Event, (a) Pawville’s performance under this Agreement will be postponed by such length of time as may be reasonably necessary to compensate for the delay caused by or resulting from the Force Majeure Event, and (b) Pawville may terminate this Agreement and/or cancel any Services impacted by the Force Majeure Event without liability.
12. Miscellaneous. This Agreement shall not be assigned, transferred, waived, amended, or modified in any way by either party without the prior written consent of the other party. This Agreement is governed by the laws of the State of North Carolina. The sole and exclusive venue for any controversy, dispute or claim arising out of or relating to this Agreement shall be the state and federal courts located in New Hanover County, North Carolina. This Agreement constitutes the entire contract between the parties with respect to the subject matter hereof
and supersedes and cancels all prior or contemporaneous oral or written contracts and understandings with respect to the subject matter hereof. There are no third-party beneficiaries to or of this Agreement.
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