Welcome to the Friend a Puppy website (the “Website”), operated by Friend a Puppy Ltd. and Friend a Puppy LLC (collectively, “Friend a Puppy”, “we”, “us” or “our”). These terms and conditions (the “Terms”) are an agreement between you (“you” or “your”) and Friend a Puppy governing your access and use of the Website and any other services provided by us (collectively, the “Services”).
These Terms apply to (i) users who are breeders (“Breeders”) that use our Services to sell puppies; and (ii) users who are customers (“Customers”) that buy using our Services (collectively, “Users”). Unless otherwise stated, these Terms apply to all Users of the Services. Certain provisions may only apply to Breeders or Customers, as specifically noted in these Terms.
By accessing and using our Services, you are confirming that you are authorized to agree to and that you are accepting and agreeing to be bound by these Terms. If you are accepting these Terms as authorized representative on behalf of a company or other entity, you represent and warrant that you have the authority to bind such entity to these Terms and by accepting these Terms, you are doing so on behalf of such entity (in which case the terms “you” or “User” shall refer to such entity and to the authorized representative in his or her capacity as authorized representative). We reserve the right to request proof from such authorized representative that he or she has the authority to bind such entity to these Terms.
BY ACCESSING AND USING THE SERVICES, YOU ACCEPT, WITHOUT LIMITATION, ALL OF THE TERMS AS INDICATED HEREIN. If you ARE NOT AUTHORIZED TO AGREE OR do not agree to these terms, you are not permitted to access or use the services.
These Terms are in effect as of the date of acceptance as noted above. We reserve the right to add, remove, modify or otherwise change any part of these Terms at any time without prior notice. Changes will be effective when the changed Terms are posted on the Website or otherwise made available to you. It is your responsibility to consult the Terms from time to time to ensure that you are up to date on any changes which may affect you. Your continued access and use of the Services after the changes to the Terms take effect will constitute your acceptance of such changes. If you do not agree the changes, you are required to immediately discontinue use of the Services.
- OVERVIEW OF OUR SERVICES
We make our Services available to Breeders, including family, registered, and non-registered breeders to:
- showcase and share information with potential Customers, including breeder’s history, certifications, puppy and breeding parent profiles, registrations, vaccination records, microchip certificates, and health certificates;
- connect with potential Customers looking to purchase puppies;
- manage puppy applications submitted by potential Customers;
- facilitate online and video chats with potential Customers;
- schedule site visits with potential Customers;
- securely transact with Customers; and
- coordinate puppy pick-up or delivery.
Customers may use our Services to:
- browse the profiles of puppies available for sale and access information about their Breeders;
- communicate with Breeders via direct messaging and video chats;
- submit puppy applications to Breeders to purchase a puppy;
- schedule site visits with Breeders;
- securely transact with Breeders; and
- arrange for puppy pick-up or delivery.
Breeders are responsible to communicate with Customers looking to buy a puppy, to answer the Customer’s questions before, during, and after the puppy has been delivered to the Customer, and address Customer’s concerns as they may arise. Breeders (and not Friend a Puppy) set the prices for the puppies and the shipment costs, if applicable.
- USER REGISTRATION, ACCOUNT AND PASSWORD
In order for you to access and use the Services, you must sign up for a User account on the Website and complete the registration process. You must be at least XX years old to REGISTER OR use the Services. Any access to, or use of, the Services by anyone under 18 years of age is expressly prohibited. By accessing or using the Services, you represent and warrant that you are 18 years of age or older.
As a Breeder signing up for a Breeder account, we will contact you to discuss your registration, verify your breeder status and information provided on the Breeder’s application, and obtain any additional information reasonably required to assess the health, safety, and socialization of puppies. Once we approve your registration as a Breeder, at our sole discretion, you will gain access to your Breeder account and may start using our Services. We reserve the right to re-examine and verify your breeder status after your initial registration to ensure you continue to meet our Service standards applicable to Breeders. According, we may require that you provide additional information reasonably required to re-assess your breeder status.
You must keep your User account and password confidential and must not disclose your User account and password to any third party. You agree to immediately notify us of any unauthorized use of your User account, password, or any other breach of security known to you or that becomes known to you. If you believe someone has accessed your User account without your authorization, it is your responsibility to inform us and set up a new password.
You are responsible for any and all activities, without limitation, which occur under your User account and password and will be liable for any unauthorized use or misuse of your User account and password by someone other than you.
We reserve the right to refuse, suspend or terminate your access to your User account or the Services in our sole discretion at any time.
- OWNERSHIP RIGHTS
Any and all information (excluding User Content, as defined in Section 4 of these Terms), content, reports, data, databases, graphics, interfaces, designs, web pages, text, files, software, services, logos, icons, trade names, audio or video clips, underlying HTML, software codes, meta-tags, trade-marks, service marks, patents, copyrights, trade secrets and other intellectual property rights contained in, associated with or available through our Services (collectively, “Friend a Puppy Content”) including the manner in which the Friend a Puppy Content is presented or appears and all information relating thereto, are the property of Friend a Puppy, or used under license by Friend a Puppy, or Friend a Puppy is authorized to use or reproduce the Friend a Puppy Content by the holder of all rights thereto.
Friend a Puppy Content is protected by copyright, trademark or other applicable laws. You are hereby authorized to display Friend a Puppy Content on your computer in a web browser as part of the expected and ordinary use of the Services. You may not copy or use Friend a Puppy Content in any other manner or for any purpose. In particular, you may not:
- copy, sell, reproduce, distribute, retransmit, publish, modify, display or prepare derivative works based on, re-post, or otherwise use any of the Friend a Puppy Content or underlying ownership rights or copyrights without the prior written consent of Friend a Puppy; or
- remove or alter any visible or non-visible identification, marks, notices, or disclaimers.
Your access to or use of the Services should not be construed as granting, by implication or otherwise, any license to use the Friend a Puppy Content without our prior written consent or the consent of the third party owner.
- USER CONTENT
All information, data, databases, graphics, video, text, files, transaction documents and other materials provided, submitted or uploaded by you through your User account or otherwise provided to us (the “User Content”) will remain your exclusive property. Except in the case of any inaccuracies caused by Friend a Puppy, you are solely responsible for the accuracy and completeness of any of your User Content provided to us, and the compliance of such User Content with applicable laws. You agree not to submit, upload, post or otherwise provide any User Content that is false or misleading in any respect. You represent and warrant that you have all necessary rights, consents or approvals to the User Content you provide to us (including any puppy health certificates and vaccination records, in case you provide information through a Breeder account) and that you are not infringing or violating any third party’s rights by providing such content to us.
We may, but have no obligation to, monitor, edit, or remove User Content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any third party’s intellectual property or these Terms.
We shall have no liability whatsoever for the loss or corruption of User Content or for the failure of any backups of same for any reason whatsoever, including as a result of the failure of the equipment, software or communications services of Internet, hosting or other service providers. As User Content is your property, you are solely responsible for insuring that you retain a copy of all User Content and backing up same in a manner that suits your requirements should you require any such backups.
You may delete your User Content individually or all at once by deleting your User account at any time. When you delete your User Content, it is no longer visible to other users, however it may continue to exist on our systems:
- for a maximum of 90 days, after which time it will be permanently deleted;
- where it has been used or otherwise shared by other users in accordance with these Terms, and they have not deleted it; or
- for a period of time longer than 90 days, as we may deem fit in our sole discretion, for the purpose of investigating violations of these Terms or complying with our legal obligations.
If you choose to delete your User account, you will no longer be able to use the Services. However, within 90 days of your deletion request, you may re-activate your User account by logging back in.
- PERMITTED USES
We authorize you to access and use the Services solely for the purposes pursuant to these Terms. You may also access or download messages, data, information or other materials from the Website or that are otherwise made available to you, provided that such materials are not modified and you retain all copyright and other proprietary notices contained in such materials. You agree to be fully responsible for any consequences resulting from your use of such materials. You may not access or use the Services in any manner or for any other purpose other than the purposes permitted in these Terms.
You agree that to use the Services for lawful purposes only. You are responsible for ensuring that you are complying with all applicable laws when using the Services, including with regards to the possession and sale of any puppy purchased through the Website.
You acknowledge and agree that we may investigate any alleged or potential violations of law or these Terms and in doing so, may co-operate with law enforcement authorities. We reserve the right to seek all available remedies for violations of these Terms.
- PROHIBITED USES
Without limitation, you will not access or use (or allow others to access or use) our Services:
- for any purpose or in any manner that is unlawful, harmful or otherwise objectionable, including but not limited to any conduct that would constitute a criminal offence or incur civil liability, infringe others’ intellectual property or other rights, disclose private or personal matters concerning any person;
- to contact or invite contact with other Users for any reason other than the purpose for which you receive the user’s contact information or solicit sales outside of our Services;
- in any manner which could interfere with or disrupt our Services or any services, system resources, accounts, servers of networks connected to or accessible through the Website or affiliated or linked sites, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, disabling, engaging in “denial of service” attacks, “spamming”, “crashing”, or “mail-bombing” such sites or disobeying any requirements, procedures, policies or regulations of networks connected to such sites;
- to use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable;
- to upload, e-mail, post, make available, provide access, or otherwise transmit through our Services any material that contains software viruses, worms, “Trojan Horses”, or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment;
- to hack or circumvent any system feature including any experimentation, inspection, decrypting, decompiling, disassembling or reverse engineering any portion of our Services for any reason;
- to obtain or attempt to obtain any material or information through any means not intentionally made available to you through our Services;
- to modify, copy, distribute, transmit, display, perform, reproduce, license, create derivative works from, transfer, or sell the Services, Friend a Puppy Content or any part thereof;
- to use or attempt to use another user’s account without authorization, or create or use a false identity;
- to collect, use, store or disclose personal information about other users without the consent of the owner of the information, if prohibited by applicable law; or
- violate, or encourage the violation of, any applicable local, provincial or federal law and any regulations.
- TRANSACTIONS AND PAYMENTS
Customer interested in purchasing a puppy is directed to submit a puppy application to the selected Breeder for review and approval via our Services. Once the Breeder approves the Customer’s application to purchase a particular puppy, the Customer is directed to pay a deposit (in US or Canadian dollars, as specified). The deposit is held in escrow to keep the transaction secure.
After the deposit is verified, the Breeder is responsible for making the necessary arrangements with the Customer to coordinate puppy delivery through our Services by either (i) scheduling a free in-person pickup; or (ii) shipping the puppy directly to the Customer.
In case the Breeder and Customer agree to proceed via shipping, the shipping fee will be agreed upon and paid by the Customer before the Breeder proceeds with the delivery. Friend a Puppy does not offer shipping services. We recommend the Breeder and Customer confirm all shipping details, such as shipping provider, cost and delivery address prior to proceeding with delivery.
Breeder receives the full payment amount (including the deposit) only after the puppy delivery is confirmed through our Website. Where Customer does not accept delivery or cancels puppy order for any reason after the puppy has been shipped by Breeder, the deposit is released to Breeder (minus applicable transaction fees charged by our payment provider). Where Breeder fails to deliver puppy or do so in a timely fashion as agreed upon with Customer, the deposit is reimbursed to Customer.
Breeder, and not Friend a Puppy, sets out prices (in US or Canadian dollars) for puppies offered for sale. Breeder is solely responsible for any taxes, fees, and duties (collectively, “Taxes”) imposed by governmental entities related to payment transactions facilitated through our Services. To clarify, Breeder will collect from the Customer and remit any applicable Taxes associated with every sale of a puppy using our Services.
Breeder is responsible for all representations, warranties or guarantees that Breeder directly provides to Customers about the puppies or makes available through the Services. This includes advising the Customers of Breeder’s return policies and procedures before any purchase. Any disputes after the delivery of the puppy shall be resolved directly between the Breeder and Customer, and shall be the sole responsibility of the Breeder and not us.
We do not charge the Breeder any fees for accessing or using our Services. We charge the Customer that purchases a puppy using our Services a one-time 15% fee of the purchase price (the purchase price does not include Taxes or transaction processing fees charged by our payment provider). We may change our 15% fee, in which case we will update these Terms and notify you of at the time of transaction.
All payments made by Customers are processed through our third party payment provider Stripe, Inc. All terms and conditions relating to administration of payments for the Services are subject to https://stripe.com/privacy and https://stripe.com/legal Customers and Breeders may also be required to accept additional terms and conditions in relation to the use of that service (including paying applicable transaction processing fees). We cannot accept, and hereby exclude to the fullest extent permitted by applicable law, any liability arising out of or in connection with your use of such third party payment provider.
- PERSONAL INFORMATION
- Third Party sites
The Services, emails, or other information we may send or make available to you may contain materials from third parties. Third party links on our Website may direct you to third party sites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of these third party sites, and we do not warrant and will not have any liability or responsibility for any third party materials or sites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party sites.
You acknowledge and agree that we are not responsible for the availability of such third party sites and such sites do not imply any endorsement by or any affiliation with us of the hyperlinked sites. Your access and use of such third party sites, including any information, material, products and services therein, is solely at your own risk.
We encourage that you review carefully the third party's policies and practices and make sure you understand them before you access third party sites or engage in any transaction. Complaints, claims, concerns, or questions regarding third party products or services should be directed to the third party.
- OPTIONAL TOOLS
We may provide you with access to third party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third party tools.
Any use by you of optional tools offered through our Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third party provider(s).
Some of the third party tools you may use through our Services are offered by Google (for messaging and video calls between Users) and Klaviyo, Inc. (for email communications we send to Users). We may also, in the future, offer new features through the Services (including, the release of new tools and resources). Such new features shall also be subject to these Terms.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT the services made available through THE WEBSITE OR OTHER MEANS, ANY FRIEND A PUPPY CONTENT AND THIRD PARTY CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE ARE NO, AND FRIEND A PUPPY DISCLAIMS ANY, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED REPRESENTATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, AVAILABILITY OF THE SERVICES, SERVICE QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. FRIEND A PUPPY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE SECURITY, PRIVACY, RELIABILITY, TIMELINESS, CORRECTNESS OR ACCURACY OF THE SERVICES, FRIEND A PUPPY CONTENT OR THE THIRD PARTY CONTENT MADE AVAILABLE THROUGH THE WEBSITE FOR ANY PURPOSE WHATSOEVER.
- Limitation of liability
under no circumstances, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AS A RESULT OF BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY OR UNDER ANY OTHER THEORY OF LIABILITY whatsoever, shall FRIEND A PUPPY, its directors, officers, SHAREHOLDERS, employees, agents, REPRESENTATIVES, CONTRACTORS, CONSULTANTS, AFFILIATES, licensors OR SERVICE PROVIDERS (collectively, THE “FRIEND A PUPPY Parties”) be liable for any loss or damages whatsoever, including any DAMAGES CHARACTERIZED AS: (A) LOSS OF PROFITS, LOSS OF INCOME, LOSS OF REVENUES, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION or FAILURE TO REALIZE UNEXPECTED SAVINGS; OR (B) direct, indirect, incidental, special, punitive, consequential or exemplary losses or damages, of any nature whatsoever, including but not limited to damages arising from or in connection with:
- YOUR access to, use or reliance made on THE services, THE FRIEND A PUPPY CONTENT OR ANY THIRD PARTY CONTENT;
- your inability to access or use any contents THROUGH the WEBSITE OR other MEANS PROVIDED TO ACCESS THE services;
- any information provided in connection with THE services (including through the WEBSITE, or any website or its contents linked or linking to the WEBSITE);
- any delivery, hosting or ancillary services or facilities of third party providers used by FRIEND A PUPPY; OR
- ANY OTHER MATTERS RELATING TO THE SERVICES, THE FRIEND A PUPPY CONTENT OR ANY THIRD PARTY CONTENT.
EVEN IF THE FRIEND A PUPPY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
You are responsible and may be held liable for:
- any breach of your representations or obligations under these Terms and for the consequences of such breach, including any resulting loss or damage incurred by Friend a Puppy Parties or any other party;
- any losses incurred by Friend a Puppy Parties or any other party due to the access to or use of the Services (including access to or use of the Website by another party using your User account and password);
- any and all activities that occur under your User account; and
- any and all your actions and omissions.
You hereby agree to indemnify, defend and hold harmless the Friend a Puppy Parties from and against any claims, losses, judgments, damages, costs and expenses (including, without limitation, reasonable legal fees) made by any third party due to or arising out of:
- your use or access to the Services, the Friend a Puppy Content or third party content (including use or access to the Website through your User account by you or any person);
- violation by you or any person using your User account of these Terms or the policies they incorporate;
- your violation of any applicable laws or the rights of a third party; and
- any User Content that you upload or otherwise submit on, through, or in connection with the Services.
You agree to assist and co-operate as fully as reasonably required by Friend a Puppy Parties in the defense of any such claim or demand.
If you have a dispute with one or more users of our Services, you release Friend a Puppy Parties from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, resulting from or in any way connected with such disputes.
These Terms are effective until terminated or replaced by us, with or without cause, in our sole and exclusive discretion. We reserve the right to suspend or terminate your User account and/or your access to the Services (or any portion of the Services) in the event that you fail to comply with these Terms or for any other reason whatsoever, with or without cause. If we terminate your User account and/or access to the Services (or any portion of the Services), we will notify you and you may not try to access the Services again without our prior written approval. Any such termination shall be in addition and without prejudice to such rights and remedies as may be available to us, including injunction and other civil or equitable remedies or relief. We shall not be liable to you or to any third party in any way for such actions.
- NO WARRANTIES
Statements and information about the Services are made for informational purposes only and do not constitute representations, warranties or conditions, express or implied, statutory or otherwise concerning such Services. All features, content, specifications, products and services described or depicted on the Website are subject to change at any time without notice. The inclusion of any products or services on the Website at a particular time does not imply or warrant that these products or services will be available at any time.
- No waiver
We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by us against whom such waiver is invoked. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver for our right to subsequently enforce such provision or any other provisions of these Terms.
- right to modify or discontinue SERVICES
We reserve the right at any time to modify or discontinue, temporarily or permanently, the Services (or any portion of the Services) and to restrict or prohibit access to the Services or parts thereof, without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of such Services. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirm that we have no obligation to do so.
- Applicable law
These Terms are governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The courts of the Province of Ontario shall have exclusive jurisdiction over any dispute arising from, connected with, or relating to these Terms, and you irrevocably submit and consent to the exclusive jurisdiction of those courts in respect of all such disputes.
- Entire agreement
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, or otherwise is invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, with the other provisions of these Terms remaining in full force and effect.
The provisions of Sections 3 (Ownership Rights), 4 (Breeder Content), 8 (Personal Information), 10 (Third Party Sites), 11 (Optional Tools), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15 (Release), 16 (Termination), 17 (No Warranties), 18 (No Waiver), 20 (Applicable Law), 21 (Entire Agreement), 23 (Survival) and 26 (Interpretation) shall remain in full force and effect after the termination or expiry of these Terms.
- NO Assignment
You may not assign or otherwise transfer your rights, duties or obligations under these Terms.
All rights not expressly granted herein are reserved.
In the Terms, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided:
- a reference to any applicable law is to that applicable law as now enacted or as the same may from time to time be amended, re-enacted or replaced;
- the term “provision” includes terms, conditions, covenants, agreements, representations, warranties and other provisions;
- words or abbreviations that have well known technical, industry or trade meanings are used herein in accordance with their recognized meanings;
- the terms “herein”, “hereunder” and similar expressions refer to these Terms and not to any particular section or other portion hereof;
- where the word “including” or “includes” is used in these Terms, it means “including (or includes) without limitation”; and
- words importing the singular include the plural and vice versa and words importing gender include all genders.
Questions, comments or any reports of violations of these Terms should be sent to email to firstname.lastname@example.org.