AssurancePlus Seller Agreement
1. Statement of Services
Sellers ("Breeder", "user", "you" or "your") use PetPay, Inc. ("Company", "PetPay", "Pawrade", "we," "our" or "us") to facilitate marketing services, advertising services, sales, risk mitigation, contract preparation and ratification, travel logistics, customer support and health guarantee oversight for the sale of goods, animals and services related to the sale/adoption of pets ("Service"). You may NOT use PetPay as an independent payment processor for sales that do not originate directly from PetPay's Service. AssurancePlus or PetPay Plus ("AssurancePlus") reference a program offered by PetPay. This Seller Agreement assumes you are taking part in PetPay's AssurancePlus program. By using PetPay you consent to this entire agreement between you and PetPay.
For payments by credit card, ACH, bank transfer, PetPay initiates the payment process by providing information to a processor that sends it to a bank that is a member of Visa U.S.A., Inc., Visa International ("Visa"), MasterCard International Incorporated ("MasterCard"), American Express Travel Related Services Company Inc. ("American Express"), or other payment card networks, association, or companies (collectively, the "Networks"). The processor and member bank are referred to collectively as the "Bank". The Bank is obligated to pay PetPay under both (a) the provisions of its agreement with PetPay, and (b) the by-laws, operating regulations and all other rules, policies and procedures of the Networks as in effect from time to time (the "Operating Regulations"), that make the Bank responsible for settling transactions. For payments by bank transfer, PetPay initiates the payment process by providing information to the Bank through the National Automated Clearing House ("ACH").
Sellers must register with PetPay. To register, a Seller provides information (section 3 below) in order to create an account ("Account"). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.
PetPay allows individuals, businesses, and non-profit organizations to register for PetPay if they are located in one of the 50 United States or the District of Columbia. A Seller must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates. A Seller who opens an Account must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organization only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.
Each Seller Account must be linked to a verified U.S. bank account.
Covid-19 Restrictions May Delay Travel
- Buyer: Person or business paying for a good, animal or service.
- Seller, Breeder: Person or business for whom is supplying the associated good, animal or service associated to a Transaction.
Transaction: Any part of the sale of a good, animal or service. Including:
- Purchase: A Buyer paying for the good, animal or service listed on PetPay.com, NextDayPets.com and/or Pawrade.com,
- Fulfillment: The Seller delivers said good, animal or service according to PetPay requirements and associated Terms.
- Card Network/Card Brand: Networks that power credit card transactions. These include Visa, MasterCard, American Express and Discover.
- Cardholder: Buyer purchasing a good, animal or service using a credit card or debit card.
- Third Party Service Provider: A separate business working with PetPay to facilitate receiving money as well as preventing fraud and non-compliance.
3. Required Information
For Sellers to sell and receive payouts on PetPay, PetPay is required to validate your identity with Third Party Service Providers. Identity verifcation is extended to an analysis of social profiles (re: as Facebook, Twitter and Google), 3rd party references from Social connections, Phone number and email verification, and a credit check. You will, at minimum, be asked for the following information:
- Full legal name
- Email Address
- Current address
- Month and year of birth
- Social Security Number
- Drivers License
If you are operating a registered business (LLC, S Corp, C Corp, LLP, LP, etc.) you will also need to provide your
- Full business name
- Business address
- Business EIN
- Business phone
For this purpose, PetPay may also provide any other relevant information that it has obtained from you.
By accepting this agreement you authorize PetPay to share, retrieve and verify information about you through properly vetted Third Party Service Providers to the extent required to provide payout services to you. You acknowledge that this may include history of past addresses and other data about you. We may require that your information be updated from time to time.
Note: In rare cases, the above information may not be enough to verify you. In these instances, PetPay may approach and request more information. Failure to provide this information may result in suspension or termination of Seller sales and PetPay account. You specifically authorize PetPay to request a credit report on your behalf. You must provide accurate and complete information. If we cannot verify that this information is complete and accurate, we may deny your use of our Service, or close your Account.
4. General Guidelines
We encourage all sellers to provide information about yourself and/or your kennel in your Profile. Buyers will be interested in this information.
Please keep the following things in mind as you set up your profile and create listings:
- You may not use mature, profane or racist language or images in the public areas of your profile (for example: profile picture, listing images, profile, About page, About sections, Match Responses, etc.).
- You must pay any PetPay fees on time to avoid penalties, including but not limited to: suspension of listing privileges and/or account termination.
- You may not engage in any activity to avoid PetPay's fees ("fee avoidance"). This includes but is not limited to: completing a transaction off-PetPay once it has been initiated on the site, listing a pet below its intended purchase price or canceling a valid completed transaction.
- You may not knowingly misrepresent your language. Profile and listing information should be accurate, complete, current and truthful.
- You understand buyers are direct customers of the Service.
5. Listing Responsibilities
All listings should be clear, accurate, truthful, complete and detailed. Accurate with unique photos, unique videos, unique nicknames, unique descriptions and listing information are critical to selling on PetPay. Keep these policies in mind as you list and describe your pets:
- Each listing must be of a single pet that is available for purchase.
- You may not create a listing for a pet that is not for sale or for adoption.
- Each pet must be able to travel to its forever home within 60 calendar days from the date listed.
- Each pet must have its own unique NickName that isn't used in any other form of advertising both online and offline.
- Each pet must have its own unique photos that aren't used in any other form of advertising both online and offline.
- Listing descriptions and photos must accurately and uniquely describe the pet for sale so buyers know what is included in the purchase.
- Listing prices must be competitive and marked down to not include associated marketing costs.
- You may price a pet how you choose; however, a listing should not be created with an inaccurate price in order to keep it from selling.
- You will never disclose the breakdown of pricing to the buyer including but not limited to your share versus PetPay's share for any and all services/invoices provided by PetPay.
- A listing may not be created solely as an advertisement. This includes notices of sales or promotions.
- A listing may not advertise stud services.
- A listing may not advertise a pet for free.
- Your contact information shall be up-to-date at all times.
- You may not edit a listing's information to change it to an entirely different pet; this is considered fee avoidance.
- You may not use PetPay to direct buyers to another online selling venue to purchase the same pet as listed in your PetPay account, as this will constitute fee avoidance. This includes posting links/URLs or providing information sufficient to locate the other online venue(s).
- You may not sell direct to Service Buyers; this is considered fee avoidance.
- You may not cancel, void or refund a transaction and direct buyers to purchase directly through you; this is considered fee avoidance.
- You may not publish, disclose or otherwise inform buyers on how to purchase direct; this is considered fee avoidance.
- You may not disclose any of your contact information to buyers; this is considered fee avoidance.
- You may not circumvent the program in any other way to sell and/or communicate directly to buyers; this is considered fee avoidance.
- You must notify us immediately when a pet published on the Site has been sold to mark the pet sold.
- You may advertise pets on classified sites as well as your own direct website(s) where customers may call and transact directly with you to pay for and receive their puppies. These sites are not considered websites providing services similar to the Service and may be utilized by you subject to provisions 4 through 7 above. You agree, during the term of this Agreement, not to directly or indirectly sell or post advertised puppy(s) on any website providing similar services for breeders as those provided by PetPay/Pawrade. Such services provided by the Service include but are not limited to advertising Breeders' puppies, purchasing puppies from Breeders, and selling such puppies to retail purchasers (each a "Purchaser"), corresponding and coordinating with Breeders and Purchasers for the travel and delivery of puppies, and obtaining and reviewing all health records related to each puppy both before and after the puppy has been delivered to Purchasers..
- You must comply with the standards set forth during the screening / application process that you have with PetPay, any phone or email correspondence that we may have with you, or any other breeder standards as discussed with and set forth by PetPay as such may be updated or supplemented from time to time, including, but not limited to restrictions, guidelines or requirements related to care for the puppies, kennel safety and standards, licensing, requirements to supply photos, etc. Breeders must make their breeding facility available for inspection at least annually by a PetPay representative upon reasonable notice.
- You must provide PetPay with any USDA inspection report issued to you or regarding your facility within 10 days of such report being issued.
- You understand the Service will do its best to screen prospective buyers prior to a sale. You agree to fulfill at PetPay's sole discretion each sale in accordance to the details provided within each listing.
- You agree to fulfill any and all requests by PetPay and its customer in a timely manner encompassing the sale and delivery of each pet.
6. Code of Ethics
You agree you have read and understand and agree to abide by the PetPay Seller Code of Ethics at all times. You may reference the PetPay Seller Code of Ethics at any point in time by visiting the following url: https://petpay.com/howitworks/policy/codeofethics/.
In addition to the PetPay Seller Code of Ethics you understand additional terms apply to the AssurancePlus Service. These additional terms outlined below supersede over any conflicting terms outlined within the PetPay Seller Code of Ethics.
- I will only use the Message Center or Scheduled Calls to converse with the buyer until Delivery.
- I will never contact, directly or indirectly, or attempt to sell any goods, services, or pets to any Customer or Buyer of the Service at any point in time.
- I will supply the Service with any and all information requested to complete a transaction in a timely manner.
- I will provide all new dog owners with appropriate health certificates, vaccination records, and registration information within 24 hours of puppy delivery.
- I will provide the Service with a completed PetPay Vaccine/Deworming Report.
- I will refrain from releasing any puppy until it is at least 8 weeks old and I will not release any puppy weighing less than two pounds until it is at least 12 weeks old even if my state or local government allows me to do so.
- I consent that I have never been criminally convicted nor am I under investigation for any offense related to abuse, animal cruelty or negligence, nor have I been denied any local, state, or federal license related to the breeding or sale of animals.
7. Health Guarantee
You agree you have read and understand and agree to abide by the PetPay Health Guarantee. You agree to be solely and fully responsible for complying with the PetPay Health Guarantee during the first 12 months from the delivery date for any puppy which is sold on the Site to a Buyer via the Service. By listing a puppy on the Site, you hereby agree to adhere to and to provide the Buyer the following unconditional health guarantee which begins from the time the Buyer purchases the puppy from the Service, its affiliates and subsidiaries. Such health guarantee is in addition to any Breeder obligations in connection with federal, state or local requirements to which each puppy's sale may be subject and which you hereby commit to PetPay that you will comply with at all times. Access the Health Guarantee at any time by visiting the following url: https://petpay.com/howitworks/policy/healthguarantee/.
- If, within seven days following the delivery date, a veterinary examination by a licensed veterinarian of the Buyer's choosing indicates that the puppy, at the time of sale, suffered from an illness or disease, the presence of symptoms of a contagious or infectious disease including but not limited to parvovirus, or the presence of internal or external parasites, excluding fleas and ticks; or if, prior to the puppy's first birthday, a licensed veterinarian of the Purchaser's choosing certifies that the puppy suffers from a congenital or hereditary disorder including but not limited to Patellar Luxation, Hip Dysplasia, Under and/or Overbites, or Heart Murmur, which adversely affects the health of the animal; or if, prior to the puppy's first birthday, the breed, sex or health of the puppy is found to have been misrepresented to the Buyer, you agree to afford PetPay and its Buyers the following options:
- The right to return the puppy and receive a refund of the purchase price, including applicable sales tax, and reimbursement for shipping costs and reasonable veterinary costs, including any necessary emergency services and treatment to relieve suffering and those directly related to the veterinarian's examination and certification that the puppy was unfit for purchase; OR
- The right to return the puppy and receive an exchange puppy of the Buyer's choice of equivalent value and reimbursement for shipping costs and reasonable veterinary costs, including any necessary emergency services and treatment to relieve suffering and those directly related to the veterinarian's examination and certification that the puppy was unfit for purchase; OR
- Afford the Buyer the right to retain the puppy and receive reimbursement for reasonable veterinary costs, including any necessary emergency services, treatment to relieve suffering, treatment related to the attempt to cure or the curing of the puppy and those directly related to the veterinarian's examination and certification that the puppy was unfit for purchase.
- Your liability to Buyer for reasonable veterinary costs will not exceed the greater of the purchase price PetPay paid you for the puppy and the requirements of federal, state or local law. The cost of veterinary services is reasonable if comparable to the cost of similar services rendered by other licensed veterinarians in proximity to the treating veterinarian and the services rendered are appropriate for the certification by the veterinarian.
- I agree to afford and/or reimburse the Buyer for any and all amounts related to the Health Guarantee within 7 calendar days of such invoice or notice. PetPay will have the remedies set forth in our "Set-off and Collection Rights" below.
8. Vaccinations and Health Requirements
All pets placed on the Site must be up-to-date on all vaccinations and anthelmintics (dewormers) per AAHA standards to prevent diseases and internal parasites including but not limited to: Canine distemper, Leptospirosis, Bordatella, Parainfluenza, Hepatitis, Canine Parvovirus, Rabies (provided the dog is over three months of age and the inoculation is administered by a licensed veterinarian), Roundworms and Hookworms.
- All up-to-date vaccinations must be completed three or more days prior to shipping.
- No puppy should be given a nasal Bordetella vaccination during the four-day period prior to departure.
- As a preventative measure against stress-related Coccidia flare-ups, we suggest that you administer Albon for each of the three days prior to shipping.
- To help prevent hypoglycemia in small breeds, you must administer a sugar supplement such as Nutri-Cal for each of the two days prior to shipping and at least once immediately before departure.
- A fecal floatation exam is required prior to shipping. If the result is positive, proof of administration to treat any abnormalities. A current Health Certificate and Vaccination/Deworming Report must be uploaded to the PetPay Transaction / Invoice prior to departure.
- If a positive fecal result is found or any abnormalities are noted by the veterinarian, you must notify us immediately and, in all cases, provide proof of administration to treat any abnormalities before the puppy is allowed to be shipped.
- No puppy shall be released by you until it is at least 8 weeks old. No puppy weighing less than two pounds shall be released by you until it is at least 12 weeks old.
Should your licensed veterinarian provide advice or suggest services that are inconsistent with any of the above requirements, please advise us immediately so that we can assist you in determining an appropriate course of action.
9. Health Certificate
You, the Breeder, at your sole expense shall obtain a current official certificate of veterinary inspection for each puppy prior to the delivery date. Such certificate shall be in compliance with applicable airline shipping obligations and applicable law. The term "official certificate of veterinary inspection" means a legible certificate of veterinary inspection signed by the examining veterinarian licensed by the state of origin and accredited by the United States Department of Agriculture that shows the age, sex, breed, color, and health record of the puppy, the printed or typed names and addresses of the person (breeder) from whom the animal was obtained, the seller, the buyer, and the examining veterinarian, and the veterinarian's license number. The official certificate of veterinary inspection must list all vaccines and deworming medications administered to the puppy, including the manufacturer, vaccine, type, lot number, expiration date, and the dates of administration thereof, and must state that the examining veterinarian warrants that, to the best of his or her knowledge, the animal has no sign of contagious or infectious diseases and has no evidence of internal or external parasites, including coccidiosis, giardia, ear mites, fleas and ticks. The examination must include, among other things, a fecal floatation test to determine if the puppy is protected from internal parasites, including coccidia, hookworms, roundworms, tapeworms, and whipworms.
10. Registration Certificate
You, the Breeder, agree that if purebred parents of puppies listed on the Site are registered, you will provide the registration numbers of each such sire or dam to PetPay. You must keep a copy of all registration applications for puppies listed on the Site on file. You at your sole expense must provide to us and, upon demand, to the Buyer, any and all registration papers and/or proof of registration application with Registry as listed and advertised on the Site by you mailed (with tracking) within 7 calendar days of puppy delivery to the Buyer. In the event that you fail to deliver certificates as described in the associated PetPay Transaction Listing within the time frame set forth herein, you hereby agree to pay to PetPay an amount equal to the purchase price paid by the Buyer to PetPay (for the avoidance of doubt, this does not mean the purchase price paid by PetPay to the Breeder). You and PetPay hereby deem such amount to be appropriate liquidated damages, which the parties agree is a fair and equitable amount for damages as it would be impossible to compute the as the exact extent of damages sustained by your breach is not calculable. PetPay will have the remedies set forth in our "Set-off and Collection Rights" below. Furthermore, for each puppy sold through the Service, you grant permission to PetPay and the Buyer to take all actions appropriate to confirm the new ownership of the puppy with the appropriate dog registry.
11. Shipping Requirement
All puppies placed on the Site require you ship the puppy to the Buyer. In certain circumstances the Buyer may elect to meet you at your nearest airport or mutually agreeable meeting place. In this event, you will receive a payment for your travel expenses and time. The Service will bundle the cost of travel into other services it provides and pay a shipping fee to you. You agree to fully cooperate with our arrangements in shipping the puppy to the Buyer as directed, subject only, in the case of Breeder-arranged shipping, to the payment to Breeder of the shipping fee. You agree to provide each Buyer at least a fourteen day window to receive the puppy at no additional cost to PetPay or the Buyer.
Seller agrees to abide by their obligations for each and every Transaction as defined below:
- Deliver - Seller understands and agrees to be legally bound to deliver the Puppy in a timely manner in accordance with these Obligations.
- Communication - Seller will remain in constant communication with PetPay and its staff all while ensuring PetPay is up-to-date, and on the same calendar day, with any and all information no matter the perceived magnitude related to every Puppy including but not limited to health ailments or concerns, travel itineraries or altered plans, vehicle breakdowns, delays, veterinarian appointments, or any personal issues (we do not need to know the details) that may inhibit a smooth Transaction.
- Veterinary Care - Seller will ensure every Puppy receives proper Veterinary Care from a licensed Veterinarian. Seller will ensure PetPay is up-to-date with any and all health ailments. No puppy may be Released without a clean bill of health. Seller will advise PetPay of all known or newly found health ailments on the same calendar day no matter the magnitude or perceived magnitude of such ailment.
- Vaccinations - Every Puppy is required to be up-to-date on all vaccinations. Seller will provide vaccination records for every Puppy prior to Release.
- Fecal Float Exam - Every puppy is required to have a negative Fecal Float Exam prior to Release.
- Release - PetPay will only release a puppy for delivery after Seller has met all their Obligations. Puppy may only be Released for delivery or pick-up after Seller has provided all the necessary documents including health certificate, fecal float exam, vaccination records and registration paperwork.
- Provide Health Certificate - Every puppy must have a clean bill of health with a valid Health Certificate from a licensed Veterinarian and provided to PetPay prior to Release.
- Full Health Disclosure - Seller must disclose to PetPay all known health ailments within 24 hours of initial diagnoses and 48 hours prior to Travel/Delivery date. PetPay takes transparency seriously. Each known ailment or health condition not disclosed by Seller within 24 hours of diagnoses and 48 hours prior to Travel/Delivery will result in a Default penalty of $399 per.
- Infectious Disease Disclosure - Seller must not Release any puppy with an infectious disease transmittable to other pets or humans.
- Provide Fecal Float Exam - Every puppy is required to have a passing Fecal Float Exam prior to Release. Seller is required to provide to PetPay prior to Release.
- Provide Vaccination/Deworming Records - Every puppy is required to be up-to-date on all vaccinations and deworming prior to Release. Seller is required to provide to PetPay all vaccination / deworming records prior to Release.
- Provide Registration Paperwork - Provide the limited or full registration paperwork (if applicable) to PetPay prior to Release.
- Delivery: Verify Buyer Identity - At the time of delivery, unless PetPay is booking transportation, verify the Buyer's identity by requiring they present their Government Issued Photo ID. Take a picture of the Buyers drivers license and provide to PetPay.
- Delivery: Provide Delivery Confirmation - At the time of delivery, provide transport person with or require the buyer read and sign the Delivery Confirmation and Transfer of Ownership document.
- Delivery: Provide Delivery Picture - At the time of delivery, take a picture of the buyer holding the puppy AND the ratified Delivery Confirmation document.
- Delivery Requirements - Seller understands they are obligated to meet all of these Obligations including but not limited to Verify Buyer Identity, Provide Delivery Confirmation and Provide Delivery Picture.
By entering your payout information and selling through PetPay you authorize PetPay to credit your bank account for sales made and debit your bank account for any necessary adjustments. You further authorize us to hold, receive, and disburse funds according to payment instructions as provided to us on your behalf.
Buyer funds received on behalf of PetPay transactions will be aggregated and held with funds belonging to other users in one or more bank accounts at the discretion of PetPay. PetPay maintains a ledger that properly delineates the funds available to you for payout.
PetPay has sole discretion over the establishment and maintenance of any Account. PetPay will hold such funds separate from PetPay’s corporate funds and will not use said funds for our corporate purposes, will not make these funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to seize said funds. Seller will not receive interest.
Seller irrevocably assigns to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your available funds.
15. Commercial Entity Agreement
From time to time, one or more Networks may require that you enter into an additional agreement directly with one of our Payment Processing Partners or with the applicable Network. Typically this happens if your transactions exceed one hundred thousand dollars ($100,000) with respect to a particular Network on an annual basis in a given geography. If we believe that your account is likely to be subject to this additional requirement, we will provide you with a "Commercial Entity Agreement" that you must agree to in order to continue using PetPay. If you fail to accept that "Commercial Entity Agreement," we may suspend or terminate your account.
16. Prohibited Transactions
Seller agrees to not accept sales in connection with any product and/or service not related to the adoption/sale of an animal. All other business activities or business practices or business types are strictly forbidden.
PetPay reserves the right to delay or reject a transaction, particularly if we suspect that the transaction is unauthorized or otherwise exposes you or PetPay to financial or security risks. At the time of sale, PetPay withholds any and all fees due to PetPay as part of the transaction then deposits the remainder of funds into Seller's account and releases such funds at PetPay's discretion. Transactions are between Breeders and persons who pay them ("Purchasers"). PetPay is not a party to transactions between the Purchaser and Seller.
Binding Sale: All sales are binding upon the Seller accepting the sale and the Buyer signing the initial contract. The Seller is obligated to deliver the pet or otherwise complete the transaction with the buyer in a timely manner in accordance with Seller Code of Ethics, unless there is an exceptional circumstance, such as: (a) the buyer fails to perform, or (b) PetPay cannot authenticate the buyer's identity, or (c) PetPay deems the Buyer unfit to adopt the pet. The Buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance. Transactions become binding sales upon the Sellers review and acceptance.
Fee Avoidance: PetPay Service Fees are charged for use of our services. The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and other fees to cover the costs for preparing the pet for delivery. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the pet's price after a sale for the purpose of avoiding PetPay transaction fees, misrepresent the pet's location, or use another user's account without permission. Sellers may not use PetPay to direct buyers to another online selling venue to purchase the same pet as listed in the Sellers PetPay account. PetPay Plus Sellers must not accept or request payment directly or through another payment processor outside of PetPay. Sellers agree to not disclose contact information of any kind, in any form, through any affiliated service to Buyers prior to invoices being paid in full. Shall a Seller willingly exploit the service for fee avoidance of any kind, in any form, through any affiliated service to Buyer, Seller agrees to pay PetPay a service fee equal to 50% the listing price made payable with a “15% 7, net 21” term. There will be a 1.5% compounded interest charge per 21 calendar days on late invoices. PetPay will engage in collection efforts to recover fees.
PetPay Losses: PetPay will recoup any monetary losses attributed to a Transaction for which arise outside of our control to include but not limited to, Failure to meet your Obligations, Seller Default, Chargebacks initiated by Buyer, transportation fees made payable by PetPay to any 3rd party, health guarantee claims made payable to Buyer in Year 1 in accorance to Health Guarantee Terms, or any Service or Administrative Fees for use of our services. PetPay will engage in collection efforts to recover fees. PetPay will have the remedies set forth in our "Set-off and Collection Rights".
Regardless of what payment method is selected, Seller agrees to abide by PetPay's refund policy with respect to each transaction. All refunds for transactions are processed by PetPay. If the refund is outside such windows, then it will need to be processed manually by PetPay. PetPay may determine in its discretion not to process any refunds which are manual.
Regardless of what payment method is selected, all disputes regarding refunds will be handled by PetPay. In the event of a dispute, PetPay will mediate and submit associated evidence to settle the dispute. Notwithstanding the foregoing, with respect to PetPay transactions, PetPay has the exclusive right to refund.
Notwithstanding the foregoing, Seller authorizes PetPay to make refunds in the following situations (i) PetPay believes in its discretion that specific orders should be refunded in accordance to our Terms, (ii) PetPay believes that a refund request, if not granted, will lead to a chargeback; (iii) PetPay believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (iv) PetPay believes in its discretion that the order is a duplicate. Seller also authorizes PetPay to make refunds of any and all orders (including those for unrelated events) if (A) PetPay believes in its discretion that Seller has engaged in any fraudulent activity or made any misrepresentations; (B) PetPay believes in its discretion that there is substantial risk of nonperformance by Seller with respect to the applicable invoice or future invoices; (C) PetPay believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders due to default or breach or misconduct by Seller; or (D) PetPay believes in its discretion that Seller is a Prohibited Seller, has used the Services to process Prohibited Transactions or that failing to make the refunds would otherwise expose PetPay to legal liability. Seller hereby agrees to promptly and fully reimburse PetPay and its affiliates upon demand for refunds that PetPay makes pursuant to this Seller Agreement, whereas their are insufficient funds within Sellers PetPay Funds, other than to the extent that the necessity for such refunds are caused by PetPay’s negligence or willful misconduct. Seller acknowledges and agrees that chargebacks will result in losses to PetPay in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback PetPay is mitigating such losses and its damages with respect to Seller’s breach of this Seller Agreement.
PetPay is not responsible for determining, collecting, and remitting any taxes related to payments processed through the Service.
However, PetPay has tax reporting requirements for sellers with over 200 sales or $20,000 in sales volume prior to January 1, 2022 or after December 31, 2021, $600 in sales in accordance to changes to tax laws. If you are one of these sellers, PetPay is required to report on a 1099-K any necessary personally identifiable information to accurately complete such form including sales information for the calendar year. If the Seller information previously provided is insufficient to satisfy these reporting requirements, Seller agrees to provide the missing information to upon PetPay’s request.
20. Chargeback Liability
You are personally liable for the funds we distribute to you for your share of each Transaction with regards to any payment dispute or payment reversal by Buyer. A payout to you may be reversed or otherwise held in reserve by PetPay if (a) payment is disputed by a Buyer, (b) payment is reversed for any reason, (c) payment PetPay has any reason to believe that the transaction was not authorized, or (d) payment is unlawful, suspicious, or in violation of the terms of this Agreement. If Seller or Seller's agent is responsible for Delivery and fails to secure a fully ratified Delivery Confirmation and Transfer of Ownership form including a legible Delivery Picture of the Buyer holding the puppy including the Delivery Confirmation and Transfer of Ownership form Seller remains liable for all funds associted to the Transaction. PetPay will mitigate chargebacks and provide all the collected evidence.
21. How PetPay Handles Chargebacks
PetPay will reverse or place a reserve on any funds made payable to you related to a Transaction. If you do not have sufficient funds in your Account, PetPay will have the remedies set forth in our "Set-off and Collection Rights" below. If PetPay receives a chargeback, PetPay may delay payouts to you, put a hold on your account, withdrawal necessary funds from your PetPay account balance, deduct or charge your share of the Transaction related to such chargeback amount to any connected Bank Account or alternative payment source.
Further, if we, PetPay, reasonably believe that a chargeback is likely with respect to any transaction, PetPay may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Buyer's complaint, in which case PetPay will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Buyer may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.
If we determine that sales on your behalf are incurring an excessive amount of Chargebacks, PetPay may establish controls or conditions governing your Account, including without limitation by delaying payouts and/or terminating or suspending the Service or closing your Account.
You, the Seller agree to assist us, PetPay, when requested, at your expense, to investigate any transaction processed through the Service. To that end, you permit us to share information about a chargeback with the Buyer, the Buyer's financial institution in order to investigate and/or mediate a chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in PetPay's favor by the Networks or issuing bank, we may recover your share of the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback.
22. No Duress
Seller agrees and acknowledges that it is freely and voluntarily entering into this Agreement under no pressure or duress of any kind, from any party or person, regardless of whether they are a signatory hereto. Seller agrees and acknowledges it has been given reasonable opportunity to review it before entering into this Agreement. Seller further agrees and acknowledges the right to legal counsel review before entering into this Agreement.
23. Non Compliance
Notwithstanding of Default by Seller, shall Seller consumate a material breach of their Obligations as defined in Section 12, whereas the Transaction contemplated hereby remains in force, then, upon written notice from PetPay to Seller ("Incident Notice"), (b) Seller will owe PetPay a Non-Compliance penalty of $399 per incidence made payable immediately to PetPay; (c) Non-Compliance payments will be deducted from Seller's PetPay Funds or charged to their bank account or card on file; (c) Any late payment or inability to collect shall bear interest at the rate of ten percent (10%) per annum from the date of each Incident Notice to the date of payment; (d) PetPay and Seller agree that PetPay has the right to retain and collect upon Non-Compliance payments and late payment interest fees; (e) Seller understands that failure to meet their Obligations may result in further damages, Default or Chargeback Liability shall the Obligation incident directly interfere with PetPay's ability to fulfill it's obligtations, collect payment from Buyer, or collect upon monies owed, or any debts directly or indirectly caused from Non-Compliance.
If the Transaction contemplated hereby is not consummated because of a material default by Seller by the terms of this Agreement including its Obligations, after PetPay has performed or tendered performance, then, upon written notice from PetPay to Seller and two (2) days thereafter during which period Seller may cure the default "Curation", (a) this Agreement shall terminate and be subject to damages; (b) all payments, outstanding payments and funds associated to the Transaction shall be made payable to PetPay by Seller and retained by PetPay as liquidated damages including a Default Penalty fee of 5% or $399 whichever is greater; (c) Any and all remaining payments from liquidated damages ("Settlement") are due within five (5) business days from notice of Default ("Notice"); (c) Any late payment of Settlement shall bear interest at the rate of ten percent (10%) per annum ("Late Fees") from the date of Notice to the date of payment; (d) PetPay and Seller shall have no further obligations to each other, except those which expressly survive the termination of this Agreement. Seller and PetPay acknowledge that the damages to PetPay in the event of such a breach of this Agreement by Seller would be difficult or impossible to determine, that the amount of the Settlement payments represents the parties’ best and most accurate estimate of the damages that would be suffered by PetPay if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that PetPay reasonably anticipate would exist at the time of such breach. PetPay and Seller agree that PetPay's right to retain and collect upon Settlement payments, Default Penalty Payment and Late Interest Fees shall be PetPay's sole remedy, at law and in equity, for Seller's Default. PetPay and/or Seller hereby waive any right to an action for specific performance of any provisions of this Agreement.
25. Set-off and Collection Rights
To the extent permitted by law, the Bank or PetPay may set off any obligation you owe us under this Agreement (including chargebacks, fees and fines) against any credit in your Account or against any amounts due to you. All Fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, PetPay or the Bank may collect from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with the Bank. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be personally liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, PetPay may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided by you to PetPay. Such communication may be made by PetPay or by anyone on its behalf, including but not limited to a third party collection agent.
At any time and from time to time, PetPay, or the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that PetPay, or the Bank must maintain in your Account ("Reserve") to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.
The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks and/or unfulfilled Transactions. The Reserve may be raised, reduced or removed at any time by PetPay, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in PetPay's favor, or otherwise as PetPay or its processor or the Bank may determine or require. If you do not have sufficient funds in your Reserve, the Bank may fund the Reserve from any funding source associated with your Account, or from any other Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) credited to your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.
You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.
You are not required to have a credit in your Account in order to use the Service. When you have a credit, your funds will be co-mingled and held by the Bank with other Sellers' funds in one or more pooled accounts at the Bank that are established in the Bank's name for the benefit of you and other users. The Bank, and PetPay has sole discretion over the establishment and maintenance of any pooled account. PetPay has no ownership or control, and no right, title or interest in any account in which Sellers funds are held.
If your Account is negative for an extended period of time (as defined by PetPay in its sole discretion), the Bank or PetPay may close your Account and we may pursue legal action or other collection efforts.
28. Dormant Accounts
If there is no activity in your Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We will give you the option of keeping your Account open, withdrawing the funds, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Account and the Bank will escheat your funds in accordance with applicable law.
29. Receipts and Account Reconciliation
When Seller receives a sale, we will update Seller's Account and provide a transaction confirmation on our Website. This confirmation will serve as your receipt. Summaries of your Account activity are available on our Website. You should make archival copies of your PetPay Account data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your PetPay Account. If you believe that there is an error or unauthorized transaction activity associated with your PetPay Account, please contact Customer Support immediately.
We will attempt to correct processing errors that we discover and debit or credit your Account accordingly. PetPay will only correct transactions that are processed incorrectly if and when you notify us of such an error in a timely fashion.
30. Payout Schedule
PetPay will transfer funds to the Seller's bank account. Regardless of the payout schedule selected by the Seller, PetPay will transfer funds subject to any "Reserve" imposed under Section 22 above. If the Bank cannot transfer the funds to the Seller's bank account (due to inaccurate or obsolete bank account information entered by the Seller, or for any other reason), PetPay may refund the funds to the Buyer or escheat them pursuant to Section 24 above. Nether the Bank, PetPay, nor the Purchaser will have any liability to Seller for funds refunded.
All AssurancePlus transactions also known as (PetPay +, PetPay Plus, Pawrade) will have their funds released 48 hours prior to delivery (after the first 5 successful Transactions) and never earlier. All financed sales will have funds released post delivery confirmation.
31. Sharing Information
We may share some or all of the information about you and your transactions with our processor, the Card Networks, and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. At any time we may conclude that you will not be permitted to use PetPay.
You agree that PetPay is permitted to contact and share information about you and your Account with financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct PetPay's risk management process.
PetPay will conduct a full risk assessment of you and/or your business by conducting a credit check and will use any and all information collected or found online to base a decision on your acceptance into the Program.
32. Regulatory Compliance
The Federal Animal Welfare Act (AWA) and accompanying U.S. Department of Agriculture (USDA) regulations set minimum standards for pet breeders. Seller's agree to abide and comply with the standards of care and licensing outlined in federal regulations for AWA. Seller warrants that (a) it has obtained all licenses, permits and similar approvals required to breed animals (if applicable) and (b) the sale (purchase by Buyer) shall be in compliance with applicable local, state and federal laws, rules, regulations, ordinances and directives. If Seller does not have legal authority to sell to Buyer and/or loses legal authority to do business during execution of the terms of any purchase or does not meet all requirements by regulatory agencies, then Seller will bare all expenses and damages to Buyer resulting from fraudulent representation of said legal status. If applicable, Seller shall, at its sole cost and expense, obtain and maintain any and all licenses, permits and registrations required surrounding the breeding and sale and/or adoption of pets.
33. Cardholder Data Security
PetPay does not store or receive any sensitive card holder data such as credit card number or cvv. Cardholder data is tokenized by our Payment Gateway partner.
34. Mutual Non-Disparagement
No party hereto shall, and no party shall permit any of its Representatives to, make any public statement that constitutes or would reasonably be expected to constitute an ad hominem attack on or otherwise disparages any other party, any other party’s current or former directors, officers, partners or employees (including with respect to such persons’ service at the other party), any other party’s subsidiaries, or any other party’s subsidiaries’ business or any of its or its subsidiaries’ current or former directors, officers, partners or employees, including the business and current or former directors, officers, partners and employees of such other party’s Affiliates, as applicable. The restrictions in this Section 34 shall not (i) apply (A) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required, or (B) to any disclosure required by applicable law, rules or regulations; or (ii) prohibit any person from reporting possible violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder.
35. Disclaimer of Damages
EXCEPT FOR LOSSES, DAMAGES, OR LIABILITIES: (A) ARISING UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO TOU SECTION 20; (B) TO THE EXTENT ARISING OUT OF ANY BREACH OF A SELLER'S OBLIGATIONS PURSUANT TO SECTION 12. OBLIGATIONS; OR (C) CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL, FRAUDULENT OR CRIMINAL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, REGARDLESS AS TO THE CAUSE OF ACTION AND HOWEVER ALLEGED OR ARISING.
36. Personal Guarantor
In exchange for PetPay, Inc. (the Guaranteed Party) acceptance of, as applicable, the Agreement, and/or the Seller Agreement, the undersigned, jointly and severally, unconditionally and irrevocably, guarantees the full and faithful performance and payment by Sellers of each of its duties and obligations under the foregoing agreements, as applicable, as they now exist or as modified from time to time, whether before or after termination or expiration of such agreements and whether or not the undersigned has received notice of any amendments of such agreements. The undersigned waives notice of default by Seller and agrees to indemnify the Guaranteed Party for any and all amounts due from Seller under the foregoing agreements. The Guaranteed Party shall not be required to first proceed against Seller to enforce any remedy before proceeding against the undersigned. This guarantee will not be discharged or affected by Sellers death, will bind all Sellers heirs, administrators, representatives and assigns and may be enforced by or for the benefit of any successor of the Guaranteed Party. This is a continuing personal guaranty and shall not be discharged or affected for any reason. The undersigned understands that this is a Personal Guaranty of payment and not of collection and that the Guaranteed Party are relying upon this Personal Guaranty in entering into the foregoing agreements, as applicable.
Guarantor authorizes the Guaranteed Party to investigate and confirm, through credit bureau/reporting agencies or its own agents, personal information pertaining to Guarantor in order to determine Guarantor's credit worthiness to guarantee Sellers obligations and to pay the same if necessary. This is a continuing authorization.