Effective as of November 8, 2026 for new accounts, and November 15, 2026 for existing clients

The following Terms and Conditions are entered into by and between you ("You" or "the User") and PetBiz University™, LLC, doing business as PetBizHQ™ (formerly PetBizCRM™) ("Company", "we", or "us") (the User and the Company are collectively the "Parties"). By using PetBizHQ™, You agree to be bound by these terms.

THIS IS A LEGAL AGREEMENT. BY CLICKING THE "I AGREE" (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU WHEN YOU SUBSCRIBED TO PETBIZHQ™ OR FIRST USED THE SOFTWARE, YOU BECOME PARTY TO THIS AGREEMENT AND BECOME BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH HEREIN.

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. THESE TERMS INCORPORATE BY REFERENCE THE PETBIZHQ™ PRIVACY POLICY, AND THE DATA PROCESSING ADDENDUM ("DPA") AVAILABLE AT HTTPS://PETBIZCRM.COM/DPA (TOGETHER, THE "ADDITIONAL AGREEMENTS"). IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND THE ADDITIONAL AGREEMENTS, THESE TERMS SHALL PREVAIL, EXCEPT THAT THE DPA SHALL PREVAIL WITH RESPECT TO THE PROCESSING OF CUSTOMER DATA.

CHANGES TO THESE TERMS

PetBizHQ™ may update these Terms from time to time. If we make a material change, we will notify You by email to the address associated with Your Software Account and/or by notice within the Software at least thirty (30) days before the change takes effect. Non-material changes (such as corrections, clarifications, or changes required by law) take effect when posted. If You do not agree to a material change, You may terminate Your subscription before the change takes effect and it will not apply to You for the remainder of Your current paid term. Your continued use of the Software after a change takes effect constitutes Your acceptance of the updated Terms. The effective date at the top of these Terms reflects the most recent revision.

DEFINITIONS

"Data Claims" means claims, losses, and liabilities arising from a Security Incident or from the Company's breach of the Data Security, Subprocessors, or Privacy and Data Protection sections or the DPA.

"Software" means the PetBizHQ™ software as a service product, together with its related websites, applications, application programming interfaces, Integrations, AI Features, documentation, and educational content.

"Software Account" means the account You create to access the Software.

"Login Credentials" means the usernames, passwords, API keys, access tokens, and other credentials used to access a Software Account.

"Customers" means the individuals and businesses to whom You provide pet care or other services, including pet owners, and whose information You enter into or collect through the Software.

"Customer Data" means all data, content, and information, including personal information, that You, Your employees, agents, or Customers submit to, collect through, or import into the Software, including Integration Data.

"Information" means Customer Data and any other information You provide to PetBizHQ™ through the Software.

"Third Party Services" means products, services, platforms, and networks provided by parties other than the Company, including HighLevel, telecommunications carriers, email delivery providers, payment processors, AI Providers, and Integration Partners.

"Third Party Content" means content made available in or through the Software that is created or provided by a party other than the Company.

"Integration" means a connection between the Software and a Third Party Service that You authorize, including connections made through an Integration Partner's application programming interface.

"Integration Partner" means a third party, such as a pet care business management platform, whose service You connect to the Software through an Integration.

"Integration Data" means data the Software receives from an Integration Partner through an Integration You authorize.

"AI Features" means features of the Software that use artificial intelligence or machine learning, including automated message drafting, conversational chat or messaging assistants, AI voice agents, content generation, summarization, and recommendations.

"AI Providers" means the third parties that provide the artificial intelligence models or services used to power AI Features.

"Output" means content generated by AI Features in response to Your inputs or Customer Data.

"Subprocessor" means a third party engaged by the Company that processes Customer Data on the Company's behalf in order to provide the Software.

THE SOFTWARE

The Company has created a product called PetBizHQ™ ("the Software"). The Software operates as a software as a service ("SaaS") product, which registered users access via the internet. The Software includes third party software products, including the HighLevel platform on which the Software is built, together with proprietary educational and automation property owned by PetBiz University™, LLC. The Software provides pet care business owners with marketing, communication, and customer relationship management solutions and education. The features available in the Software will change over time, and the features that any particular user may access will be defined by their subscription level. We will not materially reduce the core functionality or the security protections of Your subscription during Your current paid term.

SOFTWARE ACCOUNT OWNERSHIP

Your use of the Software is conditioned on your provision of complete, current, and accurate information when registering for a Software Account. The Software is intended for business use or in connection with an individual's trade, craft, or profession, and is not intended for personal, family, or household use. As the individual who accepts these Terms, You are the owner of the Software Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Software Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms.

AGE RESTRICTIONS

You must be at least 18 years old and capable of entering into a binding contract to create a Software Account or use the Software. By accepting these Terms, creating a Software Account, or using the Software, you represent that you meet these requirements. The Software is not directed to children under the age of 13, and You agree not to knowingly collect or submit to the Software any personal information of a child under the age of 13.

INTENDED USE

You and your Customers may use the Software only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your Customers will not use the Software in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out Your obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and Customers who use the Software through Your Software Account; (iii) You, your employees, and agents will not misrepresent the Software or the services the Company provides; (iv) You will ensure that Your employees and agents who use the Software understand and comply with these Terms; (v) You have all rights, notices, and consents necessary to submit Customer Data to the Software and to allow the Company to process it as described in these Terms; (vi) You are solely responsible for the accuracy, quality, and integrity of Customer Data; and (vii) You, your employees, and agents will provide reasonable cooperation regarding lawful information requests from law enforcement, regulators, or telecommunication providers.

PROHIBITED USES

You agree that You, Your employees, agents, and Customers will not, and will not permit anyone else to:

(a) use the Software to send unsolicited, deceptive, or unlawful communications, or communications without the consent required by law;

(b) upload, store, or transmit content that is unlawful, defamatory, harassing, infringing, or that contains malware or harmful code;

(c) attempt to gain unauthorized access to the Software, other users' accounts, or any Integration Partner's systems, or circumvent any security, rate limit, or access control;

(d) reverse engineer, decompile, scrape, or copy the Software, except to the extent such restriction is prohibited by law;

(e) access or use the Software, or any Integration or Integration Data, to build, train, or benchmark a competing product or service;

(f) resell, sublicense, or provide third parties access to the Software except as expressly permitted by Your subscription;

(g) use the Software to store payment card numbers, government identification numbers, health information about humans, or premises access credentials (such as lockbox codes, alarm codes, door codes, or key locations) outside the fields, if any, specifically designated and secured by the Company for that purpose;

(h) use AI Features to impersonate any person, to deceive any person about whether they are interacting with a human where disclosure is required by law, or to make decisions that produce legal or similarly significant effects about any individual; or

(i) use the Software in violation of the terms, policies, or acceptable use rules of any Third Party Service or Integration Partner.

CUSTOMER DATA OWNERSHIP AND USE

As between You and the Company, You own all right, title, and interest in and to Customer Data. You grant the Company a limited, non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and support the Software for You, to comply with law, and as otherwise instructed by You.

The Company will not: (i) sell or rent Customer Data; (ii) share Customer Data with any third party for cross-context behavioral or targeted advertising; (iii) use Customer Data to market the Company's or any third party's products or services to Your Customers; (iv) use Customer Data to make offers to You or Your Customers in exchange for a commission or referral fee; or (v) use Customer Data or Integration Data to train, retrain, or fine-tune any artificial intelligence or machine learning model, whether owned by the Company or any third party.

The Company may create and use aggregated and de-identified data derived from use of the Software (such as feature usage statistics and system performance metrics) to operate and improve the Software, provided such data does not identify You, Your Customers, or any individual, and the Company will not attempt to re-identify it.

PRIVACY AND DATA PROTECTION

The Company's collection and use of information about You and visitors to our websites is described in the Privacy Policy, available at https://petbizcrm.com/privacy-policy and incorporated herein by reference. With respect to Customer Data, the Company acts as Your processor or service provider, processes Customer Data only on Your behalf and in accordance with Your documented instructions, these Terms, and the DPA, and will not retain, use, or disclose Customer Data for any other purpose except as required by law.

You are responsible for providing any notices to, and obtaining any consents from, Your Customers that are required by applicable law for the collection and processing of their information through the Software, including through Integrations and AI Features. You must maintain a privacy policy for Your business that accurately describes how You collect and use Customer information, including Your use of service providers such as the Company.

The Company will promptly notify You if it receives a request from an individual or a government authority relating to Customer Data, unless prohibited by law, and will provide reasonable assistance to help You respond to requests from individuals to exercise their rights under applicable privacy laws.

DATA SECURITY

The Company will maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. These safeguards include encryption of Customer Data in transit and at rest, role-based access controls limiting access to personnel with a need to know, encrypted storage of Integration access tokens and API keys, logging and monitoring of access to production systems, and requiring our Subprocessors to maintain security protections no less protective than those described here.

If the Company becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data (a "Security Incident"), the Company will notify You without undue delay, and in any event within seventy-two (72) hours after confirming the Security Incident. Where a Security Incident involves Integration Data, the Company will also notify the affected Integration Partner within the same period. The Company will provide information reasonably available to it about the Security Incident and will take reasonable steps to contain and remediate it.

SUBPROCESSORS

You authorize the Company to engage Subprocessors to provide the Software. The Software is built on the HighLevel platform, and the Company's Subprocessors are HighLevel and the same third-party providers that HighLevel engages to deliver its platform, including hosting, email delivery, SMS and voice communication, payment processing, and AI Providers. These providers process Customer Data under the contracts that HighLevel maintains with them. The Company's current list of Subprocessors is available at https://petbizcrm.com/subprocessor-list. If the Company engages any additional Subprocessor of its own, outside of the providers made available through HighLevel, to process Customer Data, the Company will provide at least fifteen (15) days' notice before doing so. If You reasonably object to such a Subprocessor on data protection grounds, You may terminate the affected portion of Your subscription and receive a pro-rated refund of prepaid fees for the remainder of the term. The Company remains responsible for its Subprocessors' compliance with the data protection obligations in these Terms.

FEES AND PAYMENT

You agree to pay the subscription fees and any other charges for the plan You select, as shown at checkout or in Your order. Fees are billed in advance for each billing period (monthly, annual, or as otherwise stated at purchase), are charged to the payment method You provide, and are stated in U.S. dollars unless otherwise indicated. You authorize the Company and its payment processor to charge Your payment method for all fees when due, including renewals. You are responsible for keeping Your payment information current and for all applicable taxes, other than taxes on the Company's income.

Usage-based charges, such as text messages, phone calls, phone numbers, email sending, and AI Feature usage, are billed according to the rates shown in the Software or Your order, and may include pass-through costs charged by Third Party Services. The Company may change its fees, plans, or usage rates by giving You at least thirty (30) days' notice by email or within the Software, effective at the start of Your next billing period or renewal term. If You do not agree to a fee change, You may cancel before it takes effect.

If a payment fails, the Company may retry the charge and may suspend access as described in the Suspension section. Late amounts may accrue interest at the lower of one percent (1%) per month or the maximum rate permitted by law, and You are responsible for reasonable costs of collection. If You dispute a charge, You must contact us at [email protected] within sixty (60) days after the charge, and You agree to contact us before initiating a chargeback with Your card issuer. Except as stated in these Terms (including the Subprocessors, Changes to These Terms, and Term & Termination sections), fees are non-refundable, and no refunds or credits are given for partial billing periods, unused features, or unused usage balances.

AUTOMATIC RENEWAL AND RENEWAL REMINDERS

Unless You cancel as described in the Term & Termination section, Your subscription renews automatically at the end of each term for a renewal term of the same length, at the then-current rate, and Your payment method will be charged. For subscription terms of one (1) year or longer, the Company will send a reminder by email to the address associated with Your Software Account at least fifteen (15) days, and not more than forty-five (45) days, before the renewal date. The reminder will state the renewal date, the renewal price, and how to cancel. For monthly subscriptions, the Company is not required to send a reminder for each renewal.

To avoid being charged for a renewal term, You must cancel before the renewal date. Fees paid for a renewal term are non-refundable once the renewal has taken place. If You cancel after a renewal, Your subscription will remain active through the end of the renewal term already paid for. This section does not limit any refund You are entitled to under the Subprocessors, Changes to These Terms, or Term & Termination sections, or any cancellation or refund right that applicable law gives You and that cannot be waived.

LOGIN CREDENTIALS

You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Software Account and Login Credentials, whether or not authorized by you, except to the extent caused by the Company's breach of these Terms. You agree to notify PetBizHQ™ immediately of any unauthorized access to or use of your Software Account or Login Credentials or any other breach of security. Software Accounts may be transferred only as described in the Transfers and Account Ejection section. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Software Account with your Login Credentials, and the Company recommends enabling multi-factor authentication for all users.

SUSPENSION

PetBizHQ™ may suspend access to Your Software Account, any Integration, or any feature of the Software if: (i) You are in material breach of these Terms, including the Prohibited Uses; (ii) Your use poses a security risk to the Software, the Company, other users, or an Integration Partner; (iii) suspension is required by law or by a Third Party Service or Integration Partner; or (iv) Your payment is more than fifteen (15) days overdue. Except where immediate suspension is necessary to prevent harm or comply with law, the Company will give You notice and a reasonable opportunity to cure before suspending. The Company will limit any suspension to the extent reasonably necessary and will restore access promptly once the underlying issue is resolved.

THIRD PARTY INTEGRATIONS

The Software allows You to connect Integrations with Integration Partners, such as pet care business management platforms. By connecting an Integration, You authorize the Company to access, retrieve, store, and update data in Your account with the Integration Partner on Your behalf, solely to provide the functionality You have enabled. You represent that You have the right to authorize this access and that Your use of the Integration complies with the Integration Partner's terms of service.

With respect to each Integration and all Integration Data, the Company will:

(a) request and use only the minimum access permissions necessary to provide the Integration features You enable, and will not request access to premises access credentials (such as lockbox codes, alarm codes, door codes, or key information) or payment card data;

(b) use Integration Data solely to provide the Software to You, and not for any other user, purpose, or customer;

(c) not sell, rent, or disclose Integration Data to any third party except to Subprocessors as necessary to provide the Software, or as required by law;

(d) not use Integration Data or the Integration Partner's application programming interfaces to build, train, or benchmark any product or feature that competes with the Integration Partner, or to solicit Your Customers on behalf of anyone other than You;

(e) comply with the Integration Partner's applicable developer terms, API policies, rate limits, and security requirements;

(f) store any Integration access tokens and credentials in encrypted form and never display or transmit them in plain text; and

(g) stop retrieving data within twenty-four (24) hours after You disconnect an Integration or the Integration Partner revokes access, and delete Integration Data received through that Integration within thirty (30) days thereafter, unless You instruct the Company to retain specific data in Your Software Account or retention is required by law.

You may disconnect any Integration at any time from within the Software or through the Integration Partner. Integration Partners may change, suspend, or discontinue their services or application programming interfaces at any time, and the Company is not responsible for the availability, accuracy, or functionality of any Integration Partner's services. Integration Partners are not parties to these Terms, and nothing in these Terms creates any partnership, endorsement, or agency relationship with any Integration Partner unless separately agreed in writing.

AI FEATURES

The Software includes AI Features powered by AI Providers. The AI Providers are the same providers that HighLevel makes available through its platform, and they process inputs, Customer Data, and Output under the contracts that HighLevel maintains with them. Under those contracts, AI Providers do not use Customer Data, Integration Data, inputs, or Output to train or improve their models, and retain such data only as long as necessary to provide the service or as required for abuse monitoring.

You may enable or disable AI Features within the Software. As between You and the Company, and to the extent permitted by law, You own the Output generated for You, and the Company assigns to You any rights it may have in that Output. The Company does not claim ownership of Your inputs or Output.

You acknowledge that AI Features use probabilistic technology, and that Output may be inaccurate, incomplete, outdated, or inappropriate. You are solely responsible for reviewing Output before relying on it or sending it to any person, and for all communications sent using Output, whether sent manually or automatically at Your direction. Output is not veterinary, medical, legal, financial, or other professional advice.

When You use AI Features to communicate with Your Customers or other people, You are responsible for: (i) disclosing that the person is interacting with an automated system or artificial intelligence where required by law; (ii) obtaining all consents required by law before using artificial or AI-generated voices in telephone calls, including prior express consent under the TCPA and prior express written consent for telemarketing calls; (iii) honoring opt-out and do-not-call requests; and (iv) providing a way for people to reach a human at Your business on request.

USE OF COMMUNICATION SERVICES

The Software may include certain communications features such as SMS, MMS, email, voice call capabilities, AI voice agents, and other methods. If You use these features, You agree that You are exclusively responsible for all communications sent using the Software, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, Canada's Anti-Spam Legislation, state telemarketing and "mini-TCPA" laws, and carrier requirements such as A2P 10DLC registration. You represent and warrant that you understand and will comply with those laws and requirements. PetBizHQ™ is not responsible for your compliance with laws and does not represent that your use of the Software will comply with any laws. PetBizHQ™ is built on HighLevel, which is a technology platform communication service application provider ONLY. PetBizHQ™ and HighLevel do not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method. You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email, voice or otherwise, are created by and initiated by you and/or your employees and agents, whether generated by You, generated using AI Features, or sent automatically via the Software at Your direction.

THIRD PARTY SERVICES

The Software may leverage or include access to Third Party Services. PetBizHQ™ is not responsible for the usability or accessibility of Third Party Services. If you elect to pause or delete some or all of your Software Account, certain features or functionality (such as phone numbers or email services) may not be retrievable upon reactivation. If you pause some or all of your Software Account for more than thirty (30) days, and PetBizHQ™ is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), PetBizHQ™ may, after giving You at least fourteen (14) days' written notice and an opportunity to resume payment, release the phone number or other affected Third Party Service. PetBizHQ™ will not delete Customer Data under this section except in accordance with the Data Retention, Export, and Deletion section below. PetBizHQ™ disclaims all liability related to outages or downtime of Third Party Services including HighLevel services.

THIRD PARTY CONTENT

The Software includes Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of PetBizHQ™. PetBizHQ™ is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.

DATA RETENTION, EXPORT, AND DELETION

During Your subscription, You may export Customer Data from the Software using the export tools provided. For thirty (30) days after Your subscription ends (the "Export Period"), the Company will, on request, make Customer Data available for export in a commonly used, machine-readable format. After the Export Period, the Company will delete Customer Data from its active systems within thirty (30) days, except where retention is required by law. Copies in backups are kept securely isolated and protected from any further processing until they are overwritten in the platform's normal backup rotation. Upon request, the Company will confirm deletion in writing. Integration Data is subject to the shorter deletion timelines in the Third Party Integrations section.

The Company maintains regular backups of Customer Data but is not responsible for data loss caused by You, Your users, Third Party Services outside the Company's control, or Your failure to export data before the end of the Export Period.

PROPRIETARY RIGHTS

The Company represents and warrants that it is the owner of or otherwise has the rights to the Software and that it has the right to grant the license to the User under this Agreement. Subject to these Terms and payment of applicable fees, the Company grants the User a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the subscription term for the User's internal business purposes. The Company retains title to the Software and any other deliverables hereunder, including, without limitation, all copies and audiovisual aspects thereof and all rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights inherent therein and appurtenant thereto. The User shall not, under this Agreement or otherwise, acquire any proprietary rights whatsoever in the Software, which shall be confidential information of the Company and the sole and exclusive property of the Company. Customer Data and Output are not part of the Software and are governed by the Customer Data Ownership and Use and AI Features sections. Any right not expressly granted to the User by this Agreement is hereby expressly reserved by the Company. No identifying marks, copyright, or proprietary right notices may be deleted from any copy of the Software provided to or made by the User.

If You provide suggestions or feedback about the Software, the Company may use that feedback without restriction or obligation to You, provided that the Company does not identify You or disclose Customer Data in doing so.

PLATFORM MATERIALS AND CUSTOM WORK

"Platform Materials" means the workflows, automations, templates, snapshots, funnels, forms, calendars, message and email templates, scripts, AI prompts and agent configurations, training courses, and other educational and automation content that the Company creates or provides as part of or alongside the Software, including any version of them that is installed in Your Software Account. The Company and its licensors own all Platform Materials. Subject to these Terms and payment of applicable fees, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable license to use Platform Materials inside Your Software Account, for Your own internal business purposes, during Your subscription term. You may edit Platform Materials for Your own use, but You may not copy, export, resell, share, publish, or distribute them (or edited versions of them) outside Your Software Account, or use them to build or support a competing product, course, or service. Your license to Platform Materials ends when Your subscription ends.

"Custom Work" means configuration, design, build, or development work that the Company performs specifically for You at Your request, whether included in Your plan or purchased separately. Unless a written agreement says otherwise: (i) You own Your Customer Data, Your logos, brand elements, and content that You provide, and these are not Platform Materials; (ii) the Company retains ownership of all Platform Materials, tools, methods, code, and know-how used in or reused to create Custom Work, including any general improvements to them; and (iii) the Company grants You a license to use the Custom Work inside Your Software Account on the same terms as Platform Materials. The Company may reuse the underlying structure and techniques of Custom Work for other clients, provided it does not disclose Your Customer Data or Confidential Information. Custom Work is provided "as is" once delivered, and the Company has no obligation to maintain or modify it unless You purchase additional services.

TRANSFERS AND ACCOUNT EJECTION

Transfers. You may not assign or transfer Your Software Account to another person or business except through a Transfer approved by the Company. A "Transfer" means moving Your Software Account, with its Customer Data and Integrations, to a new owner (for example, because You sell Your business). To request a Transfer, You must send a written request to [email protected], Your account must be in good standing with no unpaid fees, the new owner must accept these Terms and the DPA, and You must pay a Transfer fee of $299. The Company may decline a Transfer if the new owner is not eligible to use the Software or would violate these Terms. After a Transfer, You have no further rights to the Software Account or Customer Data in it, and Customer Personal Data moves with the account as described in the DPA. Prepaid fees are not refunded as a result of a Transfer, and the new owner takes over the remaining paid term. Transfers are not allowed to avoid fees, to resell access to the Software, or in violation of Your subscription terms.

Account Ejection. "Account Ejection" means moving Your Software Account out of the Company's HighLevel environment and into a standalone HighLevel account that You own and pay for directly, so that You can continue using HighLevel without PetBizHQ™. To request an Account Ejection, You must send a written request to [email protected], Your account must be in good standing, and You must pay an Account Ejection fee of $299. Upon Account Ejection: (i) Your subscription to the Software ends and Your license to Platform Materials and Custom Work ends, and the Company will remove them from the ejected account where technically possible; (ii) Your Customer Data, contacts, conversations, and Your own content move with the account, to the extent the HighLevel platform supports it; (iii) the Company is not responsible for, and does not guarantee, the continuity of phone numbers, A2P 10DLC registrations, email domains, integrations, or other Third Party Services, some of which may need to be re-established by You; (iv) You will be responsible for all HighLevel and Third Party Service charges going forward; and (v) prepaid fees are not refunded. Account Ejection does not waive any amounts You owe the Company.

The Company may also remove a Software Account from its HighLevel environment as part of a termination permitted by these Terms. In that case, the Export Period and the Data Retention, Export, and Deletion section apply.

TRADEMARKS AND TRADE NAMES

Any and all trademarks and trade names that the Company uses in connection with the license granted hereunder are and shall remain the exclusive property of the Company. Nothing contained in this Agreement shall be deemed to give the User any right, title, or interest in any trademark or trade name of the Company. Trademarks of Integration Partners and other third parties are the property of their respective owners, and their appearance in the Software does not imply endorsement.

CONFIDENTIALITY

Each Party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including, in the case of the User, Customer Data ("Confidential Information"). The receiving Party will use the disclosing Party's Confidential Information only to perform under these Terms, will protect it using at least reasonable care, and will not disclose it except to its employees, contractors, and Subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these. These obligations do not apply to information that is or becomes public through no fault of the receiving Party, was known to the receiving Party without restriction, is independently developed, or is rightfully received from a third party without restriction. A Party may disclose Confidential Information where required by law, after giving the other Party prompt notice where legally permitted.

TERM & TERMINATION

This Agreement shall commence as of the date the User purchases a subscription to the Software and shall continue for the subscription term selected by the User. Unless otherwise stated at the time of purchase, subscriptions renew automatically for successive terms of the same length unless either Party gives notice of non-renewal before the end of the then-current term. The User may cancel at any time from within the Software or by written notice, and cancellation will take effect at the end of the then-current paid term.

Either Party may terminate this Agreement for cause, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party: materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach; becomes insolvent or admits its inability to pay its debts generally as they become due; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing; is dissolved or liquidated or takes any corporate action for such purpose; makes a general assignment for the benefit of creditors; or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. If the User terminates for the Company's uncured material breach, the Company will refund any prepaid fees for the remainder of the term.

Upon termination or expiration, the User's right to access the Software ends, all Integrations will be disconnected, and Customer Data will be handled as described in the Data Retention, Export, and Deletion section. The sections titled Customer Data Ownership and Use, Privacy and Data Protection, Fees and Payment (as to amounts owed), Platform Materials and Custom Work, Transfers and Account Ejection (as to amounts owed), Data Security (as to data retained), Data Retention, Export, and Deletion, Proprietary Rights, Confidentiality, Disclaimer of Warranty, Indemnification, Limitation of Liability, Choice of Law, Choice of Forum, and Fee-Shifting, and Miscellaneous Clauses survive termination.

DISCLAIMER OF WARRANTY

EXCEPT FOR THE EXPRESS WARRANTIES AND COMMITMENTS SET FORTH IN THESE TERMS, THE COMPANY EXPRESSLY DISCLAIMS, AND THE USER HEREBY EXPRESSLY WAIVES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE SOFTWARE WILL MEET THE USER'S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT FROM AI FEATURES WILL BE ACCURATE OR RELIABLE, THAT ANY INTEGRATION WILL REMAIN AVAILABLE, OR THAT DEFECTS IN THE SOFTWARE, IF ANY, WILL BE CORRECTED. EXCEPT FOR THE COMPANY'S EXPRESS WARRANTIES AND COMMITMENTS IN THESE TERMS, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH THE USER.

INDEMNIFICATION

The User will defend, indemnify, and hold harmless the Company and its officers, employees, and agents from and against any third-party claims, and related losses, damages, fines, and reasonable attorney's fees, arising from: (i) Customer Data, including any claim that the User lacked the rights or consents needed to submit it; (ii) communications sent through the Software by or at the direction of the User, including claims under the TCPA, CAN-SPAM Act, or similar laws; (iii) the User's use of Output; or (iv) the User's violation of these Terms, applicable law, or the terms of any Integration Partner.

The Company will defend, indemnify, and hold harmless the User from and against any third-party claims, and related losses, damages, and reasonable attorney's fees, alleging that the Software, as provided by the Company and used in accordance with these Terms, infringes or misappropriates that third party's intellectual property rights. This obligation does not apply to claims arising from Customer Data, Output, Third Party Services, Third Party Content, or modifications or combinations not made by the Company.

The indemnified Party must give the indemnifying Party prompt written notice of the claim, reasonable cooperation, and sole control of the defense and settlement, provided that no settlement may impose any obligation on the indemnified Party without its consent.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S BREACH OF THE CONFIDENTIALITY SECTION, OR A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE SAME EXCEPTIONS, THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM SHALL BE LIMITED TO THE AMOUNT OF FEES PAID AND PAYABLE BY THE USER TO THE COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR DATA CLAIMS, THE COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED TWO (2) TIMES THE FEES PAID AND PAYABLE BY THE USER TO THE COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "DATA CLAIMS CAP"). THE DATA CLAIMS CAP REPLACES, AND IS NOT IN ADDITION TO, THE GENERAL CAP ABOVE FOR DATA CLAIMS, AND AMOUNTS PAID UNDER THE DATA CLAIMS CAP COUNT TOWARD THE GENERAL CAP. THE EXCLUSION OF CONSEQUENTIAL DAMAGES ABOVE APPLIES TO DATA CLAIMS, EXCEPT THAT REASONABLE COSTS OF REQUIRED BREACH NOTIFICATIONS, CREDIT MONITORING OFFERED TO AFFECTED INDIVIDUALS, AND REGULATORY FINES TO THE EXTENT CAUSED BY THE COMPANY'S BREACH ARE RECOVERABLE SUBJECT TO THE DATA CLAIMS CAP. THIS LIMITATION DOES NOT LIMIT THE USER'S OBLIGATION TO PAY FEES DUE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

THIRD-PARTY SOFTWARE

The Parties understand that the Company integrates third-party software elements into the Software, including the HighLevel platform. THE COMPANY DOES NOT CONTROL THESE THIRD PARTIES, SO IT MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE OR SUITABILITY OF THE THIRD PARTY SOFTWARE, INCLUDING THE ABILITY TO INTEGRATE SAME WITH THE SOFTWARE. ANY THIRD-PARTY SOFTWARE PROVIDED IS EXPRESSLY PROVIDED "AS IS." THIS SECTION DOES NOT LIMIT THE COMPANY'S OBLIGATIONS WITH RESPECT TO CUSTOMER DATA, DATA SECURITY, OR SUBPROCESSORS UNDER THESE TERMS.

CHOICE OF LAW, CHOICE OF FORUM, AND FEE-SHIFTING

The parties agree that this Agreement shall be construed under the laws of the State of Missouri regardless of any choice of law rules. Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through individual, non-class arbitration to be held in St. Louis, Missouri under the Commercial Arbitration Rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Notwithstanding the foregoing, either Party may bring an individual claim in small claims court, and either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, or Customer Data. Each Party agrees that a final award by such arbitration is conclusive and may be enforced in any court of competent jurisdiction. Should either party to this Agreement initiate any action against the other, the substantially prevailing party (considering the relief sought and the relief achieved) shall be awarded reasonable attorney's fees incurred in connection with such enforcement.

MISCELLANEOUS CLAUSES

The Parties further agree:

Entire Agreement. This Agreement, together with the Additional Agreements, 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.

Amendments. Except for updates made by the Company in accordance with the Changes to These Terms section, no amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

Severability. If any term or provision of this Agreement is found by a court or arbitrator 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.

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. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Assignment. Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent, upon written notice, to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or the business to which this Agreement relates, provided that the successor agrees in writing to be bound by this Agreement, including all obligations regarding Customer Data. The Company may use Subprocessors as described in these Terms. Any purported assignment or delegation in violation of this Section shall be null and void.

Relationship of the Parties. The relationship between the Parties is that of independent contractors. 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.

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, except that an Integration Partner may enforce subsections (a) through (g) of the Third Party Integrations section with respect to Integration Data received from that Integration Partner.

Notices. The Company may give notices to the User by email to the address associated with the User's Software Account or through the Software. The User may give notices to the Company by email to [email protected] or by mail to PetBiz University, LLC, 10 Strecker Rd, Ste 1680, Ellisville, MO 63011. Notices are effective when received.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Force Majeure. Neither Party shall be liable or responsible to the other, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (other than payment obligations) when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of that Party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown or power outage. Force majeure does not excuse the Company's obligations to maintain the security safeguards and provide the Security Incident notices described in these Terms. If the event in question continues for a continuous period in excess of 15 days, the affected Party's counterparty shall be entitled to give notice in writing to terminate this Agreement.