Petriage, Inc. Services Agreement Terms and Conditions of Service

    THIS Terms and Conditions of Service to the Petriage, Inc. Service Agreement (the “Service Agreement”) and those set forth within Petriage, Inc. Service Agreement by and between you (as a “Subscriber” under the Service Agreement) and Petriage (collectively, “Terms of Service”) shall govern your use of websites, applications, products or other services made available by Petriage, Inc. (“Petriage”). Specifically, these Terms of Service shall apply to all Petriage services and products, including but not limited to Petriage’s proprietary software platform (“Platform”), website, applications, products and other services (collectively referred to as “Services”). Individual Services may be further subject to additional terms and conditions.
    These Terms shall apply to all Petriage services and property, including but not limited to proprietary software platform (“Platform”) and Petriage’s client-facing mobile application(s) (“App(s)”). The Platform is accessible at www.petriage.com and app.Petriage.com (collectively, the “Site”). Our Privacy Policy, Terms of Service (for Clients) and all other operating policies and procedures that may be published and updated from time to time on the Site by Petriage are hereby incorporated into these Terms by reference.
    Effective Date: April 1, 2022
  1. Privacy. Please review our Privacy Policy on our website, which also governs your use of Petriage Services.

  2. Changes and Updates to Terms of Service. Please read these Terms of Service carefully. We review and may revise these Terms of Service from time to time as we add new features and services, as laws change, and as industry best practices evolve. We indicate the date the most recent changes were published on this page. If we update these Terms of Service with significant changes, we will let you know, for example by placing a note on our website. Please review periodically.

  3. Your Use of Content. The content available on or through use of websites, downloading any application from our websites, or using our products or services, including but not limited to data, text, articles, software, images, graphics, downloads, icons, logos, photographs, audio and video, links and references, software, and other materials (collectively “Content”) is provided for informational purposes only. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL VETERINARY ADVICE, DIAGNOSIS, OR TREATMENT. WE NOT RECOMMEND OR ENDORSE ANY SPECIFIC VETERINARIANS, PRODUCTS, TESTS, PROCEDURES, OPINIONS OR OTHER CONTENT THAT MAY BE MENTIONED ON THE SITE. ALWAYS SEEK THE ADVICE OF A QUALIFIED VETERINARY PROFESSIONAL WITH ANY QUESTIONS YOU MAY HAVE REGARDING AN ANIMAL’S MEDICAL CONDITION. DO NOT DISREGARD PROFESSIONAL VETERINARY ADVICE OR DELAY IN SEEKING IT BECAUSE OF CONTENT ON THE SITE. RELIANCE ON ANY CONTENT ON THIS SITE IS SOLELY AT YOUR OWN RISK.

  4. Products, Services and Content Provided. All Services and Content are subject to US and international intellectual property laws. You acknowledge and agree that the Content and Services are owned by us, our suppliers and/or licensors, as applicable, and are protected by intellectual property laws. We reserve the right to change, modify, or delete the content at any time. You may not distribute, modify, transmit or publicly display the content without the prior written consent of Petriage or its licensors or suppliers, as applicable. You shall take all reasonable steps to prevent any unauthorized reproduction and/or other use of the Content and will advise us promptly in the event you become aware of any such unauthorized use(s). We reserve the right to terminate or suspend access to Services and Content, in whole or in part, without notice.

  5. Payment.
    1. Fees. All fees and payment terms attributable to Subscriber’s access to the Platform is set forth within the Service Agreement. Subscriber must contact Petriage within forty-five (45) calendar days after the closing date on the first invoice in which the error or problem appeared in order to receive an adjustment or credit for any incorrect invoice.
    2. Price Changes. Unless Subscriber purchases upgrades or other products, Petriage will not increase the Subscriber’s fees for the one (1) year period following the effective date of the Service Agreement. Petriage may add additional functionality to the Platform (e.g., in the form of materially updated functionality modules) for an additional fee to be paid by Subscriber. Subscriber may elect in its discretion to receive or decline any such new functionality modules. Petriage may increase Subscriber’s fees any time after the one (1) year period following the effective date of the Service Agreement by providing thirty (30) days’ written notice to Subscriber of any such fee increase.
    3. No Refunds. Subscriber is not entitled to any refunds for any fees paid under these Terms of Service or the Service Agreement if the Agreement is terminated by Petriage due to Subscriber’s breach of any material terms of the Agreement.

  6. Platform License Grant.
    1. License Grant to Platform. Petriage hereby grants Subscriber a limited, non-exclusive, nontransferable right to access and use the Platform, solely for Subscriber’s internal business purposes, subject to the Terms of Service hereof and Subscriber being current with all fees due thereunder. All rights not expressly granted to Subscriber are reserved by Petriage and/or its respective licensors. This license will terminate upon any termination or expiration of the Agreement.
    2. Third Party Licensors. The Platform may operate, interface or be delivered with software or other technology or service that is licensed from and owned by third parties (“Third-Party Licensor(s)”). Subscriber agrees that: (1) it will use third-party software or other technology or service provided by Third-Party Licensors in accordance with the Agreement; (2) no Third-Party Licensor makes any representation or warranty to Subscriber concerning the Platform; and (3) no Third-Party Licensor will have any obligation or liability to Subscriber as a result of the Agreement or Subscriber’s use of the Platform. Without limiting the foregoing, Subscriber acknowledges and agrees that it has no independent right, title, or interest in any third party software or other technology or service provided by Third Party Licensors (including, without limitation, any text messaging short codes), whether during or after the term of the Agreement.
    3. Operational Service Providers. Petriage may, from time to time, in its sole discretion, engage third parties to perform operational support or other related services to Petriage related to the Platform.
    4. Additional Restrictions. Subscriber agrees not to do any of the following: (a) reverse engineer, decompile, disassemble, translate, modify, alter or otherwise change the Platform, or any part thereof; (b) attempt to derive the source code or structure of the Platform, or any part thereof; (c) remove from the Platform, or alter, any of Petriage’s or any of Petriage’s licensors’ trademarks, trade names, logos, patent or copyright notices, or other notices or markings; or (d) distribute, resell, sublicense or otherwise transfer access to the Platform to others. If Petriage determines, in its sole discretion, that Subscriber’s use of the Platform is in violation of the Agreement or any supplemental terms applicable to such use, Petriage reserves the right to suspend, decline to renew or terminate the Agreement.
    5. Feedback. Subscriber is under no obligation to provide Petriage with any feedback, corrections or suggestions regarding the Platform. In the event that Subscriber provides any feedback to Petriage regarding the Platform, including, but not limited to, any improvements, corrections or modifications thereto (collectively, “Feedback”), Subscriber hereby grants to Petriage a worldwide, fully-paid-up and royalty-free, perpetual, irrevocable, non-terminable, non-exclusive right to integrate and use and otherwise exploit all such Feedback in Petriage’s products and services, including the Platform, without restriction or any accounting to Subscriber.
    6. Subscriber Equipment and Systems. Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, mobile communication devices, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Subscriber has and will retain sole responsibility for (1) Subscriber’s information technology infrastructure, including, without limitation, computers, software, databases, electronic systems (including, but not limited to, database management systems) and networks, whether operated directly by Subscriber or through the use of third-party services (“Subscriber Systems”), and (2) all access to and use of the Platform directly or indirectly by or through the Subscriber Systems or its Subscribers’ access credentials, including, without limitation, all results obtained from, and all conclusions, decisions and actions based on, such access or use. Subscriber represents and warrants that at all times during the term it will (x) set up, maintain and operate in good repair all Subscriber Systems on or through which the Platform are accessed or used and (y) provide all cooperation and assistance as Petriage may reasonably request to enable Petriage to exercise its rights and perform its obligations under and in connection with the Agreement.

  7. Intellectual Property. All content included in or made available through our Services, including copyrights, trademarks, logos, and service marks displayed on the Platform, websites, communications and applications, are the intellectual property of Petriage, our licensors and suppliers, and others. Nothing contained in our Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any intellectual property without the express written permission of Petriage, our licensors or suppliers, or the third-party owner of any such intellectual property and use of the intellectual property is expressly prohibited. Petriage trademarks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages Petriage, its licensors, or its suppliers. The term “Intellectual Property Rights” of Petriage, Inc., shall include all of its copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights. Petriage hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free basis to the extent necessary to enable Customers to make reasonable use of the Services. Notwithstanding the forgoing, Petriage may, upon mutual agreement between the Parties, charge a monthly or annual fee for the Services in the future.

  8. Confidentiality. These terms and conditions and any material transmitted herewith or as a part of the Services may contain information confidential or proprietary to either party, its subsidiaries or affiliates (“Confidential Information”) and such information is not to be used by the receiving party other than the purpose for which it was transmitted by the disclosing party. Each party shall (a) hold such information in strictest confidence and not disclose such information to third parties without prior, written consent of the disclosing party; and (b) not collect, access, retain use or share the Confidential Information other than for performance of the Services.

  9. Survival of Term. The rights and obligations of the parties set forth in Sections 3 through 8, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

  10. Limitation of Liability. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER PETRIAGE NOR ANY OF ITS REPRESENTATIVES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE CONTENT, SERVICES AND/OR ANY LINKED WEBSITE OR APPLICATION, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO PLATFORM, SERVICES AND/OR ANY THIRD PARTY SITE IS TO STOP USING THE PETRIAGE WEBSITES AND APPLICATIONS OR THE APPLICABLE THIRD PARTY SITE, AS APPLICABLE. PETRIAGE’S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATING IN ANY MANNER TO THE WEBSITES AND APPLICATIONS SHALL BE THE TOTAL AMOUNT PAID BY YOU FOR USE OF THE WEBSITES AND APPLICATIONS. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you and in such case in no event shall NO EVENT SHALL PETRIAGE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE THOUSAND DOLLARS ($1,000).

  11. Indemnification. In no event shall Petriage be liable to you or to any third- party for any loss of use, revenue, or profit or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not Petriage has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. You agree to fully indemnify, defend and hold Petriage and its Representatives from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of these Terms of Service, (b) any allegation that any ideas or other materials you submit to us or transmit to a Petriage Platform, website or application infringe or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other rights of any third party, and/or (c) your activities in connection with Petriage Services.

  12. Disclaimers.
    1. As Is Basis. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW: (A) WEBSITES AND APPLICATIONS ARE PROVIDED ON A STRICTLY “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; AND (B) PETRIAGE AND ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAYARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT WEBSITES AND APPLICATIONS ARE CURRENT AND/OR UP-TO-DATE. PETRIAGE AND THE REPRESENTATIVES DO NOT WARRANT THAT THE WEBSITES AND APPLICATIONS, NOR YOUR USE OF THE WEBSITES AND APPLICATIONS, WILL BE COMPLETE, ACCURATE, CURRENT, RELIABLE, UNINTERRUPTED, ERROR-FREE OR SECURE, NOR THAT DEFECTS WILL BE CORRECTED, NOR THAT THE WEBSITES AND APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE WEBSITES AND APPLICATIONS, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITES AND APPLICATIONS AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF PETRIAGE OR ANY OF REPRESENTATIVES, WHETHER MADE ON OR IN CONNECTION WITH THE WEBSITES AND APPLICATIONS SHALL CREATE ANY WARRANTY.
    2. FOR THE SAKE OF CLARITY AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PETRIAGE DOES NOT REPRESENT, WARRANT OR COVENANT:
      1. THAT THE SERVICES OR PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION;
      2. THAT THE SERVICES OR PLATFORM WILL BE ACCURATE, SECURE, USEFUL, TIMELY, INFORMATIONAL, UNINTERRUPTED OR ERROR-FREE; OR
      3. THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    3. Implied Warranties. Some states do not allow the disclaimer of implied warranties of merchantability and fitness for a particular purpose, so the above disclaimers or exclusions may not apply to you. In the event that applicable law imposes implied warranties on websites and applications, notwithstanding the foregoing, such implied warranties shall not have a duration greater than one year from the relevant purchase or access date; shall terminate automatically at the end of such period; and shall be disclaimed and excluded to the fullest extent permitted by law. You may also have other rights under applicable law which vary from state to state.
    4. User Identity. EXCEPT IN COMPLIANCE WITH APPLICABLE STATE AND FEDERAL LAWS, PETRIAGE AND THE REPRESENTATIVES ARE UNDER NO OBLIGATION TO VERIFY THE IDENTITY OF USERS OF ITS WEBSITES AND APPLICATIONS. PETRIAGE AND THE REPRESENTATIVES DO NOT CONTROL THE MATERIALS POSTED OR SUBMITTED TO WEBSITES OR APPLICATIONS BY PERSONS OTHER THAN THEMSELVES AND DO NOT MONITOR, SCREEN, OR EDIT THOSE MATERIALS FOR COMPLIANCE WITH APPLICABLE LAWS OR THESE TERMS OF SERVICE. YOU MAY FIND SOME OF THE MATERIALS POSTED BY OTHER USERS TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU SHOULD USE CAUTION AND COMMON SENSE WHEN USING WEBSITES AND APPLICATIONS.
    5. Risk of Commercial Transaction. THROUGH YOUR USE OF THE PLATFORM AND SERVICES, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH THIRD PARTIES. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. PETRIAGE AND ITS REPRESENTATIVES ARE NOT PARTIES TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.
    6. Competition Animals. PETRIAGE AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES IN REGARD TO THE SUITABILITY OR USE OF ANY PRODUCT FOR ANIMALS INVOLVED IN COMPETITION, INCLUDING AUTHORIZATION OR APPROVAL BY THE GOVERNING BODY FOR THE SPORT OR COMPETITION IN WHICH YOUR ANIMAL IS INVOLVED. PETRIAGE’ LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF ANY PRODUCT FOR AN ANIMAL ENGAGED IN ANY COMPETITION SHALL BE THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCT.

  13. Entire Agreement. The Service Agreement and these Terms of Service constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

  14. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) may either be (1) in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section 14, or (2) via electronic mail with a confirmation of receipt from the receiving Party.

    Contact Information:
    Joseph Coury - CEO Petriage, Inc.
    3120 139th Ave SE. Suite 500 Bellevue, WA 98005

    with a copy to:
    William Hsu - Managing Shareholder Oseran Hahn P.S.
    11225 SE 6th Street, Suite 100 Bellevue, WA 98004


  15. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

  16. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by both parties hereto.

  17. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

  18. Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Petriage. Any purported assignment or delegation in violation of this Section 14 shall be null and void.

  19. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

  20. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Petriage or a Service Provider shall be under its own control. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other Party in any manner whatsoever.

  21. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  22. Choice of Law. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Washington, United States of America without giving effect to the conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. No actions arising out of the sale or performance of the Services hereunder may be brought by either party more than two years after the cause of action accrues.

  23. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall first be attempted to be settled through mediation by a mediator selected by mutual consent of the Parties and then by binding arbitration administered by the American Arbitration Association. Each Party shall be pay their own costs related to dispute resolution and there shall be no award for attorney’s fees to the prevailing Party.

  24. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

  25. Conflict. In the case of conflicts or inconsistencies between these Terms and Conditions of Service and the Service Agreement (or any other document), the terms of these Terms and conditions will prevail, except as specifically stated otherwise.

  26. Force Majeure. Except as expressly stated in this Agreement, neither party shall be liable for any failure to perform hereunder (other than the payment of sums due and owing) due to labor strikes, lockouts, fires, floods, water damage, riots, government acts or orders, epidemic, pandemic, interruption of transportation, inability to obtain material upon reasonable prices or terms, or any other causes beyond its control.