Terms of Use

Introduction

These Terms of Use, including all referenced policies and exhibits such as our Privacy Policy and third-party terms referenced herein (collectively, the “Terms”) govern your use of our Service. We at Talopet Inc. (“Talopet,” “we,” “us,” or “our”) have created these Terms as a legally binding agreement between you and Talopet to help explain your rights and our rights relating to the provision of our Service. You must accept these Terms in order to gain access to the Talopet mobile application (“App”), access our websites located at https://www.talopet.com/ (the “Site”), and to use our SaaS service and any other Talopet products and services offered on or through our technology platform (e.g., the Texting Services) (the “Platform”) through the App, the Site or any other websites and mobile applications that direct you to these Terms (collectively, the “Service” or “Services”).

BY ACCESSING, USING, UPLOADING OR DOWNLOADING ANY INFORMATION OR MATERIALS TO OR FROM THE SERVICES, OR BY INDICATING YOUR ASSENT TO THESE TERMS BY CREATING AN ACCOUNT, CLICKING “SIGN UP” OR ANY SIMILAR MECHANISM, BY USING OUR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN YEARS OF AGE (OR THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE) AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SERVICES.

PLEASE READ THESE TERMS CAREFULLY—IT AFFECTS YOUR RIGHTS.

1. Services Provided

1. Talopet is a platform that enables pet owners (“Clients”) seeking pet grooming, boarding, or other pet care services (“Pet Care Services”) to book appointments with pet care professionals and other authorized individuals associated with the pet care business (“Professionals”). The Professionals and Clients are both users of the Services provided by Talopet and are hereinafter may be referred to collectively as “Users” or respectively as “you”.
2. Talopet solely provides a platform for Professionals and Clients to connect and serves only as a medium to facilitate the provision of Pet Care Services. Talopet does not provide or contract for Pet Care Services, and Professionals and Clients contract independently for the provision of Pet Care Services. Each Client is solely responsible for selecting the Professional, the Pet Care Services to be provided and the location at which Pet Care Services will be performed. Any decision by a Client to receive Pet Care Services or by a Professional to provide Pet Care Services is a decision made in such person’s sole discretion.
3. Talopet does not have control over the quality, suitability, reliability, timing, durability, legality, failure to provide, or any other aspect whatsoever of any Pet Care Services provided by Professionals nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Professionals or Clients. Talopet makes no representations or warranties whatsoever with respect to Pet Care Services offered or provided by Professionals or requested by Clients through use of the Services, whether in public, private, or offline interactions. You understand that Talopet does not routinely screen its Users, inquire into the background of its Users or attempt to verify information provided by any User. Talopet does not verify or confirm that any User is who they claim to be or is accurately representing themselves and does not verify or confirm any representations with respect to the Pet Care Services or Professionals’ identity. Talopet does not assume any responsibility for the accuracy or reliability of this information or any information provided on or through Talopet’s Services. Although the Services are intended to provide each Professional’s availability in real-time, it is possible that a scheduling conflict may occur that requires the Professional to reschedule a reservation. Booking an appointment using the Services is not a guarantee that the Professional will honor the appointment as scheduled. Please carefully read the Professional’s service terms and conditions before booking an appointment.

2. Talopet Accounts

1. Creating an Account. By using our Services including by creating an account with Talopet (an “Account”), and paying any applicable fees, you are granted a right to use the Services provided by Talopet subject to the restrictions set forth in these Terms and any other restrictions stipulated to you in writing. Before you can access your account, you will be asked to provide certain basic information to use the Services. This information may include your name, date of birth, address, company, telephone number, email address, and credit card details (which can include information regarding any licensing and registration if applicable). In registering for an Account, you agree to provide true, accurate, current and complete information about yourself as prompted by the Services’ registration process and as requested from time to time by Talopet (such information, “Registration Data”). All credit card information is held by Talopet’s payment gateway provider employing industry standard protections.
   
   You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Services, or otherwise advise us promptly in writing of any changes or updates to your Registration Data. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Services. We reserve the right to suspend or terminate the Account of any User who we believe provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements. For clarity, in the event of a dispute regarding the ownership of an account between Users or between a User and another party, we are not obligated to investigate or make a determination independently and may continue to rely on the Registration Data until we receive a final judgment or order from an applicable authority directing otherwise.
   
   We reserve the right to remove or reclaim any unique user identification (“Account ID”) or Account if we believe, in our sole discretion, the Account ID is inappropriate, offensive or confusing or potentially violates the rights of a third party (such as when a trademark owner provides notice that an Account ID is similar to the trademark and the Account ID does not closely relate to the User’s actual name or trademark rights).
   
   By accessing or using the Services (or any part thereof), or third party services or products offered in or linked to via our Services, you represent and warrant that (a) you are at least eighteen (18) years of age; (b) if registering as an individual or for a business entity, that you possess the legal authority to enter into these Terms and form a binding agreement under applicable law; and (c) all information provided by you as part of the registration process or continued use of the Services is accurate, current and complete and remains up-to-date. If you are unable to fulfill all of these requirements, you must immediately stop all use and terminate your access to the Services.
2. Your Account. You agree to maintain your Account solely for your own use. You agree that you will not allow another person to use your Account IDs to access or use the Services under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your Account IDs, any passwords associated with your Account IDs, and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your Account IDs, your disclosure of your Account IDs, or your authorization to allow another person to access or use the Services using your Account IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your Account including any charges incurred relating to the Services. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Services cannot be guaranteed.
3. Services for Professionals. The Services include access to Talopet’s tools and software platform to upload, manage and store customer data on the Talopet system. The Talopet system allows businesses to manage staff, schedule client appointments, track billings, generate reports and analytics, and access any additional features or functions we may offer from time to time. Businesses are provided a personalized dashboard where they can log-in, see content and manage the Services.

3. Subscription Terms

1. Service Period and Renewals. If you purchase our Services for Professionals, such Services will be provided to you for the period set forth in your purchase order or any other form of agreement between Talopet and you (collectively, “Order”, and together with the Terms, the “Agreement”), and will automatically renew on a monthly basis until you give advance written notice of termination or your subscription is otherwise terminated pursuant to the terms and conditions in the Agreement. If you elect to terminate the Services by notice, the termination will take effect at the end of your current billing cycle and you may continue to use the Services and will pay until the end of such current billing cycle.
2. Service Suspension or Termination. Notwithstanding anything to the contrary, without limiting any of our remedies, in our sole discretion, Talopet may limit, suspend, or terminate this license and your use of the Services, prohibit access to our Platform and delete your user account and/or user ID, with immediate effect, if any outstanding invoices are more than ten (10) days past due, if you are in breach of the Agreement, if your pre-authorization payment fails, if in Talopet’s reasonable determination, your actions are harmful or may present a risk of harm to Talopet or its users, or if you have violated, are violating, or threaten to violate any of our policies, Talopet shall initiate such termination by providing notice to you (see further Notices).
3. Effect of Termination. If your Services or Account is terminated or suspended for any reason or no reason, you agree (a) to continue to be bound by these Terms; (b) to immediately stop using the Services; (c) that the license provided under these Terms shall end; (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; and (e) that Talopet shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion of your information or Account data.

4. Licenses and Proprietary Rights

1. License Grant. Subject to the terms of these Terms, the Order, and payment of the applicable fees, Talopet grants you a limited, personal, and non-assignable license and right to use the Services (including the underlying software and technology contained therein) (“Licensed Materials”) for the purpose of the activities defined in the Order. This license also includes the right to use any other applications that may be explicitly provided by Talopet. Any software provided to you is licensed; not sold.
2. Third Party Components. The Licensed Materials may incorporate and embed software and other technology owned and controlled by third parties. Any such third-party software or technology that is incorporated in the Licensed Materials falls under the scope of these Terms. Such third-party software is licensed; not sold and will be provided to you on the license terms of these Terms unless additional or separate license terms apply as indicated at the time of download.
3. License Restrictions. You shall use the Services solely as contemplated in these Terms and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Licensed Materials available to any third party. You shall not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Licensed Materials except to the extent expressly agreed upon in writing by Talopet or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into the Services; (c) access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services.
4. Restrictions on Use of the Services. You shall not (a) use, or permit the use of, the Services for an illegal purpose, criminal offence, intellectual property infringement, harassment (including annoying or offensive transmissions), or in a manner that would cause interference with network operations, attempt to bypass Talopet’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (b) remove any proprietary notices, labels, or marks from the Licensed Materials or modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to you.
5. Lawful Purposes. You will at any and all times comply with any and all laws, regulations and policies that may apply to the use of the Services in your country, including applicable rules that govern the export or import of software, intellectual property protection, and data privacy. You will use the Services solely for lawful purposes. In this respect You may not, without limitation: (i) use the Services to manage any illegal operations; (ii) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs that are designed to distort, delete, damage or disassemble the technology underlying the Services (including our proprietary software which may be available for download on our Platform); (iii) send any unsolicited commercial communication not permitted by applicable law; (iv) endanger any part of any system or Internet connection of Talopet or any third party; (v) use the Services to store any personal information from individuals who have not consented to your processing of their personal information; (vi) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services.
6. Exclusive Ownership. Except for the rights and licenses granted in these Terms, you acknowledge and agree that any and all intellectual property (“IP”) rights to or arising from the Services, including the License Services, are and shall remain the exclusive property of Talopet and its licensors. Nothing in these Terms intends to transfer any such IP rights to, or to vest any such intellectual property rights in, you. You are only entitled to the limited use of the intellectual property rights granted to you in these Terms. You will not take any action to jeopardize, limit or interfere with Talopet’s IP rights. Any unauthorized use of Talopet’s IP rights is a violation of these Terms as well as a violation of IP laws and treaties, including without limitation copyright laws and trademark laws.
7. User Content. You own the information, data, text, software, sound, photographs, graphics, video, messages, posts, tags, or other materials you make available in connection with the Services (“User Content”), whether privately transmitted or submitted through a third-party API. You hereby grant us a non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display any User Content as part of providing the Services, which may include removing any information that is identifiable or attributable to you or any individual User.
8. Your Entire Responsibility for Your User Content. You understand that you, and not Talopet, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available via the Services. Talopet does not proactively and routinely screen or monitor the User Content posted to the Services by others and, as such, does not guarantee the accuracy, integrity or quality of such User Content. Talopet may, in its sole discretion, screen, monitor, refuse or remove any User Content, or remove any User Content that violates the Terms or is otherwise objectionable.
9. Privacy. Talopet is committed to respecting your privacy. Any personal information provided by you to Talopet will be handled pursuant to our Privacy Policy, available here.
10. Feedback. If you provide Talopet with any suggestions, comments or other feedback relating to any aspect of the Services (“Feedback”), Talopet may use such Feedback in our Platform, the Services or in any other Talopet products or services.

5. Payment Terms

1. Payment & Charges. By using our Services to book and pay for Pet Care Services, Clients acknowledge and agree to pay the fees associated with booking the Pet Care Services (“Charges”) as described at the time of booking. Charges include applicable fees for the Pet Care Services, plus any tips to the Professional that you elect to pay, applicable taxes and other applicable fees.
2. Platform Fees, Payment & Charges. Your access to and use of the Services provided for Professionals is subject to your payment of the applicable fees due for the Services selected by you (“Fees”) as set out on your Order and all other applicable amounts, charges and taxes indicated when you purchase Services. Unless we state in writing otherwise, payments are due monthly in advance and are non-refundable.
3. Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at 1.5% of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is less, plus costs of collection.
4. Taxes and Third-Party Fees. You are responsible for paying all governmental sales, use, value-added, commodity, harmonized and other taxes imposed on your purchase or use of the Services. You are also responsible for and must pay any applicable third-party fee (such as telephone charges, mobile carrier fees, ISP charges, data plan charges, SMS and third-party payment processing fees) that may result from your use of the Services.
5. Pre-authorized Payment. By providing a credit card to Talopet as part of your account set-up for your monthly or annual pre-authorized payments, you authorize Talopet to charge your credit card for all outstanding Fees, taxes and charges and outstanding account balances due under the Agreement.
6. Third-Party Payment Processors. Part of the functionality of the Services allows Clients to pay and Professionals to accept payments for Pet Care Services. Talopet is not a bank and does not offer banking services. Talopet engages third-party payment processors, such as Stripe and Square, to facilitate secure and successful payment.

6. Texting Services Terms for Professionals

1. The terms and conditions in this Section 6 apply to Professionals that subscribe to certain Talopet Services that facilitate the transmission and/or receipt of Short Message Services (“SMS”) and Multimedia Messaging Services (“MMS”) (each, a “Text Message”) which may be sent via an automatic telephone dialing system to their Clients’ mobile telephone number or Text Message-enabled device (collectively, “Texting Services”).
2. You acknowledge and agree that (a) Texting Services are provided by way of interfaces with services provided by one or more third-party messaging providers (the “Messaging Providers”); (b) you will comply with all applicable laws and regulations relating to the transmission of Text Messages, including but not limited to laws and regulations related to telemarketing, robocalling, call spoofing, and spam, such as the Telephone Consumer Protection Act (TCPA); (c) you are responsible for obtaining, maintaining, and documenting any necessary prior consent from any Clients or businesses with whom you communicate via the Texting Services; and (d) you are responsible for honoring and processing any opt-out or unsubscribe requests received from such recipients.

7. Texting Services Terms for Clients

1. Applicability. The terms and conditions in this Section apply if you are a Client and consented to receive Text Messages for administrative and/or marketing communications related to the Pet Care Services you receive from a Professional that offers the Texting Services.
2. Message Frequency. Message frequency varies based on your relationship with the Professional and the services you request (for example, appointment reminders, confirmations, and service updates).
3. Message and Data Rates. Message and data rates may apply.
4. Unsubscribe. Reply STOP to opt out of receiving Text Messages from that Professional. After you send STOP, you may receive one additional message confirming your opt-out request.
5. Help. If you are experiencing issues with the Texting Services, you can contact the Professional with whom you originally provided consent to receive Text Messages for assistance or contact Talopet at support@talopet.com.
6. Privacy. Please read the Talopet Privacy Policy for more information about the privacy of the personal information Talopet processes in connection with the Texting Services.

8. Changes to Software, Services and Agreement

1. Updates to Agreement. Talopet reserves the right to modify these Terms at any time by publishing the revised Terms on our Platform. Please check these Terms periodically for changes. Your continued use of the Services shall be deemed your acceptance to be bound by the revised Terms.

9. Liability Provisions

1. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD TALOPET AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT YOU SUBMIT, POST, TRANSMIT OR OTHERWISE SEEK TO MAKE AVAILABLE THROUGH THE SERVICES, YOUR USE OF OUR SERVICES, OR YOUR VIOLATION OF THESE TERMS.
2. NO WARRANTIES. THE LICENSED MATERIALS AND ANY THIRD PARTY SERVICES INCORPORATED IN OUR SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER.
3. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TALOPET NOR ANY OF ITS AFFILIATES SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES (WHETHER ARISING FROM THESE TERMS, RELATED TO THE SOFTWARE, OR TO ANY SERVICES PROVIDED TO YOU BY TALOPET) FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES.

10. Dispute, Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

1. Initial Dispute Resolution. We are available by email at support@talopet.com to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. You agree to use best efforts to settle any Dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
2. Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of sixty (60) days from the time informal dispute resolution is pursued, then either you or we may initiate binding arbitration.
3. Class Action and Class Arbitration Waiver. You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis.
4. Governing Law. These Terms shall be governed and construed in accordance with the laws of the State of Washington, United States, without regard to its conflict of law provisions.

11. General Terms

1. Notices. Any notices, demands or consents required or permitted under these Terms shall be in writing and delivered to Talopet at support@talopet.com or our physical address if provided.
2. Contact Us. If you have questions about these Terms, or if you have technical questions about the operation of our Services, please contact us at support@talopet.com.
3. Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.