Professional Services

BMODBRIDGE SOLUTIONS LLC

PROFESSIONAL SERVICES AGREEMENT

Last Updated: October 19, 2026

This Professional Services Agreement (the “Agreement”) is a binding agreement between BModBridge Solutions LLC, a Massachusetts limited liability company (“BModBridge,” “we,” “us,” or “our”), and the professional or business that registers for or uses the Services (“you,” or “your”). It governs your subscription to and use of the BModBridge behavior intake, tracking, and reporting platform for professionals (the “Services”).

This Agreement takes effect when you check the box indicating that you have read and agree to this Agreement and click “I Accept”, or when you otherwise access or use the Services, whichever is earliest (the “Effective Date”). We present this Agreement, and require this acceptance, (a) by each Customer (as such term is hereinafter defined), (b) by each professional employee or contractor designated by the Customer to be able to access the Customer’s account (each a “Trainer”), (c) by each Pet Owner (as such term is hereinafter defined) designated by a Trainer on behalf of the Customer to be able to access the Customer’s account, (d) by each Veterinarian (as such term is hereinafter defined) designated by a Trainer on behalf of the Customer to be able to access the Customer’s account, in each case so that each accepting party is bound by the terms applicable to them set forth herein. By accepting, you represent and warrant that you are 18 or older and—if you are entering into this Agreement on behalf of a business or organization—that you have authority to bind it, in which case “you” and “Customer” mean that entity.

THIS AGREEMENT CONTAINS AUTOMATIC-RENEWAL AND CANCELLATION TERMS (SECTION 8), A BINDING ARBITRATION PROVISION AND CLASS-ACTION WAIVER (SECTION 19), A VETERINARY AND PROFESSIONAL-ADVICE DISCLAIMER (SECTION 11), AND A LIMITATION OF LIABILITY (SECTION 13). PLEASE READ IT CAREFULLY.

ARTIFICIAL INTELLIGENCE DISCLOSURE. Certain features of the Services may use automated systems, including machine learning and artificial-intelligence tools. AI-generated output may contain errors or omissions. You are solely responsible for reviewing all output and for your own professional judgment and compliance with applicable law.

This Agreement incorporates our Terms of Use located at https://bmodbridge.com/terms-and-conditions and Privacy Policy located at https://bmodbridge.com/privacy-policy by reference. Every term and condition of this Agreement, the Privacy Policy, and the Terms of Use apply to each type of User, unless that term specifically states that it only applies to a single type of user or single subset of users. If you do not agree, do not register for or attempt to access or use the Services.

1. DEFINITIONS

1.1 “Authorized User” means an individual whom the Customer permits to access the Services under a Seat, including without limitation, the Business Manager and each Trainer, Pet Owner or Veterinarian.

1.2 “Business Manager” means an individual designated by the Customer with administrative access to the Customer’s account for the purpose of assigning Seats to Trainers and exporting Customer Data. The Business Manager’s access to the account will otherwise be read-only.

1.3 “Customer” means an individual or entity that subscribes to a paid account to use the Services, allowing the Customer’s Business Manager to invite Trainers (who in turn may invite Pet Owners and Veterinarians) to access and use the Customer’s account.

1.4 “Customer Data” means all Data that the Customer or its Authorized Users submit to or generate through the Services.

1.5 “Data” means any data, content, records, information, files, materials, or other inputs that an Authorized User submits, uploads, transmits, makes available, or otherwise provides to the Service, including pet profiles and information; pet-training goals, plans, routines, observations, and progress records; photographs, videos, audio recordings, messages, and documents; Data does not include metadata, logs, or usage information collected or generated by the Service in connection with an Authorized User’s or Customer’s use of the Services.

1.6 “De-Identified Data” means Data that has been aggregated and/or stripped of identifiers such that they do not identify, and cannot reasonably be used to identify, any individual, Customer, Pet Owner, or pet. De-Identified Data includes metadata and aggregated statistical and performance data derived from use of the Services.

1.7 “Pet Owner” means an end client whom a Business Manager or Trainer invites to use the Customer’s account for the Services.

1.8 “Seat” means a paid license entitling one Trainer to access the Services.

1.9 “Veterinarian” means a veterinary professional with whom a Pet Owner’s information may be shared, as described in Section 3.

2. THE SERVICES

BModBridge provides a subscription platform that allows animal behavior professionals to intake, log, analyze, and report on pet behavioral information, and to share such information with designated Pet Owners and Veterinarians. The Services are an informational and workflow tool for professional Trainers. We do not provide behavior, training, medical, or veterinary services or advice, and we do not exercise professional judgment on any Trainer or Veterinarian’s behalf. We may modify, add, or discontinue features from time to time. The Services are offered to professional Trainers and their employers; any direct-to-consumer offering is outside the scope of this Agreement. The Services are available through the BModBridge website and through the Application described in Section 21.

3. ACCOUNTS, SEATS, USER CATEGORIES, AND ROLES

3.1 Single License; User Categories. Subject to the terms and conditions of this Agreement and the Customer's timely payment of all applicable Fees, BModBridge hereby grants the Customer, during the term, a limited, non-exclusive, non-transferable right to access and use the Services, and to permit its Authorized Users to access and use the Services (including by downloading, installing, and using the Application described in Section 21 on devices they own or control), solely for the Customer's internal business purposes in connection with professional pet training services and solely in accordance with this Agreement, and the Service’s documentation. Each category of Authorized User — Trainers, Business Managers, Pet Owners, and Veterinarians — may access and use the Services only to the extent and in the manner specified in the applicable subsection of this Section 3. All rights not expressly granted herein are reserved by BModBridge.

The Customer’s subscription is a single license under which the Customer may provision access for multiple Authorized Users, each with the access described below. The Customer’s account is held and controlled by the Business Manager, who is the primary account holder and is responsible for the account and for designating roles and Seats. The Customer is responsible for the acts and omissions of all persons accessing the Services through the account.

3.2 Seats; Trainers. The subscription includes a maximum number of Seats, which the Customer selects at the time of purchasing a subscription to the Services. The Customer may designate which Trainers occupy Seats and may reassign a Seat to a different Trainer at any time by removing the current Trainer's access. A Trainer who has been removed from a Seat may not be assigned to any Seat under the Customer's account until twenty-four (24) hours after the removal. The Customer may purchase additional Seats during the subscription term.

3.3 Business Manager. The Customer may designate one (or more) Business Managers with read-only access to the Customer’s account and the ability to export Customer Data. A Business Manager does not occupy or consume a paid Seat, but the Business Manager’s account may not be used in conjunction with pet training activities.

3.4 Pet Owners. A Trainer may invite Pet Owners to use the Services. A Pet Owner may view Customer Data about the pet or pets the Trainer has assigned to that Pet Owner, and may enter and edit training and behavior data for those pets. A Pet Owner may not view, enter, or edit data about any other pet, and may not access any other part of the Customer's account. The Trainer is solely responsible for assigning pets to each Pet Owner. Each Pet Owner must accept this Agreement before they are authorized to access the Services. Data a Pet Owner enters into the Services is Customer Data.

3.5 Veterinarians. A Trainer or Business Manager may invite Veterinarians and provide Veterinarians with read-only access to Customer Data within the Services regarding designated pets. The Trainer or Business Manager is solely responsible for obtaining the Pet Owner’s permission to share their pet’s data and identifying which pet’s data tracked by the Service a given Veterinarian may view. Each Veterinarian must accept this Agreement before they will be authorized to access the Services. Veterinarian accounts are limited to accessing data associated with designated pets. If you are a Pet Owner, by accepting this Agreement you authorize the Customer, its Trainers, and its Business Managers to share with any Veterinarian designated under this Section 3.5, whether designated before or after your acceptance, the Customer Data about your pet or pets, including any information about you contained in that Customer Data, such as your name, contact information, and the observations you have entered.

3.6 Removal of Access. The Customer may remove or suspend the account of any Authorized User at any time. Upon removal, that Authorized User’s access to the Services (and to all Customer Data) ceases. For clarity, this means that if you are a Trainer, Pet Owner, or Veterinarian, your access to data about a given pet may be revoked by the Customer without your consent or prior notice to you.

3.7 Restrictions. No Authorized User may, and the Customer will not permit any person to: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or workflows of the Services; (c) sell, resell, sublicense, rent, lease, or otherwise make the Services available to any person other than Authorized Users; (d) copy, scrape, crawl, or harvest content or data from the Services by automated means; (e) use the Services or their content to develop, train, or improve any artificial intelligence or machine-learning model; (f) access or use the Services to build or improve a competing product or service, or for benchmarking, competitive analysis, or other competitive research; (g) if the Customer or Authorized User is, or acts on behalf of, a competitor of BModBridge, access or use the Services for any purpose without BModBridge's prior written consent; or (h) interfere with, disrupt, or attempt to gain unauthorized access to the Services or their related systems, or introduce malware (collectively, the "License Restrictions").

4. CUSTOMER RESPONSIBILITIES AND CONSENTS

You are responsible for all activity under your account and for all Data you submit to the Services. You represent and warrant that:

you have all rights, permissions, and consents necessary to submit Data to the Services (including information about Pet Owners, third parties, or pets) and to have it processed as described in this Agreement and the Privacy Policy;
if you are the Customer or a Trainer, where you upload or import your own contacts or client lists into the Services or use the Services to market to potential clients, you have obtained any consent required to do so and to communicate with those persons, including any consent required under the Telephone Consumer Protection Act (TCPA), CAN-SPAM, and similar laws for calls, texts, or marketing;
if you are the Customer or a Trainer, you will obtain each Pet Owner’s permission before sharing that Pet Owner’s information with a Veterinarian or other third party; and
you will use the Services in compliance with applicable law and, if you are the Customer or a Trainer, your own professional and ethical obligations.

No Marketing Without Your Consent Capture. If you are the Customer or a Trainer, BModBridge reserves the right to require written confirmation that you have obtained all necessary consents, before allowing you to send marketing communications using the Services.

5. OWNERSHIP AND LICENSE TO CUSTOMER DATA

5.1 Customer Data. As between the Customer and BModBridge, the Customer owns and controls the Customer Data. The Customer owns the Customer Data as against its Trainers, Business Managers, and Pet Owners. BModBridge claims no ownership of Customer Data.

5.2 License to BModBridge. The Customer grants BModBridge a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and use the Customer Data solely to provide, maintain, secure, and support the Services for the Customer and as otherwise permitted by this Agreement and the Privacy Policy.

5.3 De-Identified Data. Notwithstanding anything to the contrary, BModBridge may collect, create, and use De-Identified Data and metadata derived from use of the Services for any lawful business purpose, including operating, improving, developing, and researching the Services and BModBridge’s offerings, provided such data does not identify any individual, Customer, Pet Owner, or pet. As between the parties, BModBridge owns all De-Identified Data. BModBridge will not attempt to re-identify De-Identified Data or use it to identify or re-contact any individual.

5.4 Feedback. If you or your users provide feedback, suggestions, or ideas about the Services, you grant BModBridge a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, copy, modify, practice, make, have made, sell, have sold, perform, display, incorporate and otherwise exploit that feedback in conjunction with the Services and BModBridge’s other offerings, without restriction or obligation to you.

5.5 BModBridge IP. BModBridge and its licensors own all right, title, and interest in the Services and all related software, technology, and intellectual property, including without limitation metadata, logs, and usage information collected or generated by the Service in connection with an Authorized User’s or Customer’s use of the Services. No rights are granted except as expressly stated.

6. DATA EXPORT AND RETENTION ON TERMINATION

6.1 No Backup; Export During the Term. BModBridge does not provide data backup, archival, or disaster-recovery services for Customer Data. During the term, Customer and its Business Manager may export Customer Data through the Services’ export functionality at no additional charge. Customer is solely responsible for exporting Customer Data at intervals sufficient for Customer’s own backup and record-retention needs and for maintaining any backup copies of Customer Data. BModBridge has no responsibility for the loss, deletion, corruption, or failure to retain Customer Data.

6.2 Post-Termination Window. For ninety (90) days after termination or expiration of this Agreement, the Customer may log in to the Business Manager account solely to retrieve and export Customer Data. After that 90-day period, BModBridge may delete the Customer Data, and deleted data cannot be restored.

6.3 Photos and Videos; Keep Your Own Records. Photographs and videos may be exportable through the Services; however, you are responsible for maintaining your own backup copies of any photographs, videos, and other records you wish to retain, and you should not rely on the Services as your system of record.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means non-public information disclosed or made available by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement or the Services, whether disclosed orally, in writing, electronically, or by access to the Services, and whether or not marked or identified as "confidential," that the Receiving Party knows or reasonably should know is confidential given its nature or the circumstances of disclosure. Confidential Information includes, without limitation: Customer Data; the BModBridge platform, software, and technology, and its features, workflows, and non-public functionality; each party's business, product, financial, pricing, and strategic information; security information and credentials; and the terms of this Agreement. Customer Data is the Customer's Confidential Information. De-Identified Data is BModBridge’s Confidential Information.

7.2 Obligations. The Receiving Party will: (a) use the Disclosing Party's Confidential Information only as necessary to perform under, or exercise its rights under, this Agreement and to provide or use the Services; (b) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses for its own Confidential Information of like importance, and in no event less than reasonable care; and (c) not disclose the Disclosing Party's Confidential Information to any third party except as permitted in this Section.

7.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information: (a) to its employees, contractors, advisors, and service providers who have a need to know it for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section; and (b) as required by law, regulation, or court or governmental order, provided that the Receiving Party, to the extent legally permitted, gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order or other confidential treatment, and discloses only the portion legally required. The Receiving Party remains responsible for the compliance of its employees, contractors, advisors, and service providers with the requirements of this Agreement, and any act or omission of any of the foregoing shall be treated as an act or omission of the Receiving Party.

7.4 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without a duty of confidentiality before disclosure; (c) is rightfully obtained from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

7.5 Relationship to Data Provisions. This Section supplements, and does not limit, Section 5 (Ownership and License to Customer Data). Nothing in this Section restricts BModBridge's use of De-Identified Data as permitted by Section 5, and nothing in Section 5 reduces the confidentiality protections afforded to Customer Data.

7.6 Return or Destruction. Upon the Disclosing Party's request or on expiration or termination of this Agreement, the Receiving Party will return or, at the Disclosing Party's option, destroy the Disclosing Party's Confidential Information in its possession, except that (a) the Customer's rights and BModBridge's obligations with respect to Customer Data are as governed by Section 6 (Data Export and Retention), and (b) a party need not delete Confidential Information retained on routine backup systems or as required by law, provided it remains subject to this Section for as long as retained.

7.7 Equitable Relief. The parties agree that a breach or threatened breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party is entitled to seek injunctive and other equitable relief, without the requirement of posting a bond, in addition to any other remedies available at law or in equity.

7.8 Survival. This Section survives expiration or termination of this Agreement for three (3) years, except that obligations with respect to trade secrets survive for as long as the information remains a trade secret under applicable law.

8. FEES, SUBSCRIPTION TERM, RENEWAL, AND CANCELLATION

8.1 Plans and Fees; Sole Payer. The Customer will pay the subscription fees for the plan, billing interval, and number of Seats that the Customer selects at checkout (the “Fees”). BModBridge offers plans for individual professionals and for businesses, each of which includes a stated number of Seats, and may permit the Customer to purchase additional Seats up to the maximum number available for the applicable plan. A Customer that requires more Seats than are available through checkout must contact BModBridge to arrange a separate subscription. The plans, included Seats, Fees, and any discount for annual billing then in effect are described on BModBridge’s pricing page and at checkout, and the Fees shown at checkout when the Customer subscribes govern the Customer’s subscription, subject to Section 8.10. Only the Customer is billed. Trainers, Pet Owners, Veterinarians, and Business Managers are not billed for access, and a Business Manager does not occupy or consume a paid Seat.

8.2 Subscription Term; Billing Date; Automatic Renewal. The Customer may subscribe on a monthly or annual basis, and Fees are payable in advance. A monthly subscription has a term of one (1) month. An annual subscription has a term of twelve (12) months, and the Fees for the full annual term are paid upfront. The Customer will be charged on the date its paid subscription begins (the date of purchase) and on the same day of each following month, for a monthly subscription, or of each following year, for an annual subscription (each, a “Billing Date”). If a month has no corresponding day, the Billing Date for that month is its last day. THE CUSTOMER’S SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH TERM FOR A SUCCESSIVE TERM OF THE SAME LENGTH, AND THE CUSTOMER’S PAYMENT METHOD WILL BE CHARGED THE THEN-APPLICABLE FEES ON EACH BILLING DATE, UNLESS THE SUBSCRIPTION IS CANCELLED OR NOT RENEWED UNDER SECTION 8.4. Unless otherwise stated at checkout, a change to a lower-priced plan or from annual to monthly billing takes effect at the start of the next term.

8.3 Renewal Reminders; Subscription Confirmation. BModBridge will send the Customer an email reminder no fewer than thirty-five (35) and no more than forty-five (45) days before each automatic renewal of an annual subscription, stating the renewal date, the amount to be charged, and how to cancel or elect not to renew. After the Customer subscribes, BModBridge will send the Customer a confirmation of the subscription terms, including the automatic-renewal terms, the Fees, and how to cancel. BModBridge will also provide any other renewal notice required by applicable law.

8.4 Non-Renewal and Cancellation.

(a) Non-Renewal. BModBridge may elect not to renew a subscription by giving the Customer written notice at least thirty (30) days before the end of the then-current term. The subscription will then end at the end of that term, and the Customer will retain access to the Services through that date. The Customer may cancel or elect not to renew as described in Section 8.4(b).

(b) Cancellation. The Customer may cancel its subscription at any time before the next renewal payment is taken. Cancellations are processed through Paddle, and the Customer may cancel using the cancellation link in Paddle’s billing emails or through Paddle’s customer portal at https://paddle.net/. Cancellation takes effect at the end of the then-current paid term and prevents future renewal payments. The Customer retains access through that date, subject to Section 8.5 and termination under this Agreement. No thirty-day advance notice or separate email or postal notice to BModBridge is required. The Customer may contact contact@bmodbridge.com for assistance. Deleting the Application or an account does not cancel a subscription. Trial cancellation is described in Section 9.

8.5 Refunds. All refund requests for purchases through Paddle are handled by Paddle under its Refund Policy at https://www.paddle.com/legal/refund-policy and its Buyer Terms and Conditions. Paddle determines refund eligibility, the applicable request period, whether a full or partial refund will be issued, and the applicable processing timeline. BModBridge does not apply separate refund criteria or make refund eligibility decisions. The Customer may request a refund through the support link in its Paddle receipt or billing page, or at https://paddle.net/. For software problems, first contact contact@bmodbridge.com so BModBridge can investigate and help resolve the issue. If unresolved, contact Paddle with the details and BModBridge’s response. Access to the refunded subscription ends when the refund is issued; the limited data retrieval and export rights in Section 6 remain available. Additional Seats end when the subscription ends, and Paddle’s Refund Policy applies to refund requests concerning those Seats. The BModBridge Refund Policy made available on our website and at checkout reflects these arrangements.

8.6 Paddle as Merchant of Record. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns. Paddle processes payments, issues receipts and invoices, and processes cancellations under Section 8.4 and handles refund requests under its Refund Policy as described in Section 8.5, and the Customer’s purchase is also subject to the buyer terms that Paddle presents at checkout. BModBridge remains responsible for providing the Services. Billing questions may be directed to Paddle at paddle.net or to BModBridge at contact@bmodbridge.com.

8.7 Payment Authorization. You authorize Paddle, on BModBridge’s behalf, to charge your designated payment method for all Fees when due, including on each Billing Date, for any Seats added during a term, and on each automatic renewal, until the subscription is cancelled or not renewed. The Customer must keep its payment information current. If a charge fails, Paddle may retry the charge, and BModBridge may suspend the Services as provided in Section 14. No subscription Fees are charged during the thirty (30) day free trial under Section 9, including for additional Seats selected during that trial.

8.8 Taxes. All Fees and other amounts payable under this Agreement are exclusive of all sales, use, value-added, goods and services, excise, withholding, transaction, privilege, digital-services, and similar taxes, duties, levies, tariffs, assessments, and governmental charges (collectively, “Taxes”). Customer is responsible for and shall pay all Taxes arising from or based on Customer’s purchase, access, or use of the Services, excluding only taxes imposed on BModBridge’s net income. Where Paddle is required to collect Taxes, Paddle will calculate and collect them at checkout and show them on the Customer’s receipt or invoice. Fees are stated and charged in U.S. dollars unless another currency is shown at checkout, and the Customer is responsible for any currency-conversion or foreign-transaction charges imposed by its bank or card issuer.

8.9 Late Payments. Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and BModBridge may suspend the Services for non-payment as provided in Section 14.

8.10 Price Changes. BModBridge may change its Fees and plans from time to time. A change to the Fees for an existing subscription will take effect at the start of the first term that begins at least thirty (30) days after BModBridge gives the Customer notice of the change by email, and the Fees for a prepaid term will not change during that term. If the Customer does not agree to a price change, it may cancel or elect not to renew under Section 8.4 before the change takes effect. The Customer’s continued subscription after the change takes effect constitutes acceptance of the new Fees. Changes to plans and Fees for new subscriptions take effect when posted, and any promotional or introductory pricing applies only for the period stated when it is offered.

9. FREE TRIALS; EVALUATION / PILOT SUBSCRIPTIONS

9.1 Standard Free Trial. BModBridge offers eligible new Customers a thirty (30) day free trial beginning when the trial subscription is activated, with the start and end dates disclosed at sign-up. The trial includes every professional Seat the Customer selects under its Individual or Business plan, including additional Seats. All Seats share the same trial start and end dates; Seats added during the trial are included without charge for the remaining trial period and do not restart or extend the trial. Pet Owner and Veterinarian accounts are included, and a Business Manager does not require a paid Seat. The Customer may use the trial for real client cases, subject to this Agreement and all required permissions and consents. At sign-up, the Customer selects and authorizes the plan, Seat count, monthly or annual billing interval, and recurring payment. Unless canceled before the disclosed trial end time, the subscription automatically converts to the selected paid subscription at the disclosed price. The first charge date, amount, selected plan, Seat count, billing interval, and cancellation method must be disclosed before authorization. Changes during the trial must be reflected in the subscription details and price shown to and authorized by the Customer before billing. The Customer may cancel before the trial ends using Section 8.4(b), preventing the first charge; access continues through the disclosed trial end time, subject to termination for breach. BModBridge will send reminders seven (7) days and one (1) day before the scheduled first charge, stating the amount, charge date, and how to cancel. Refund requests after the first charge are governed by Section 8.5. If the trial ends without a paid subscription, normal access ends and Section 6 applies.

9.2 Other Evaluations and Pilots. Separately from the standard free trial described in Section 9.1, from time to time, BModBridge may make the Services (or particular features) available for a limited evaluation, pilot, or free-trial period (an “Evaluation”). If you are accepted into an Evaluation by BModBridge in writing: (a) BModBridge grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the period specified at sign-up (the “Evaluation Period”) solely to evaluate the Services internally; (b) your subscription fees applicable to the Evaluation Services are waived for the Evaluation Period, and, in consideration, you agree to provide reasonable feedback and to BModBridge’s rights in De-Identified Data and feedback as described in Section 5; (c) notwithstanding any other provision of this Agreement, the Services are provided “AS IS” during any Evaluation Period, without warranty of any kind; (d) either party may terminate the Evaluation at any time on five (5) days’ written notice, and BModBridge may terminate immediately for breach; and (e) production or commercial use of the Services requires a paid subscription under this Agreement. Upon expiration of the Evaluation Period, unless you enter into or continue a paid subscription, your access will end and Section 6 applies.

10. CUSTOMER CONTENT; DMCA

You are solely responsible for the content you or, if you are the Customer, your Authorized Users, submit, upload, transmit, publish, display, or otherwise make available through the Services, including for its accuracy, legality, reliability, and compliance with applicable law. Customer represents and warrants that it has obtained, and will maintain, all rights, permissions, consents, and licenses necessary for BModBridge to host, process, display, and otherwise use Customer Data as contemplated by this Agreement and that Customer Data, and BModBridge’s permitted use of it, will not infringe, misappropriate, or otherwise violate any third-party right or applicable law.

BModBridge may, but has no obligation to, monitor Customer Data. BModBridge may remove, disable access to, or restrict Customer Data, suspend access to the Services, or terminate the applicable account if BModBridge reasonably believes that Customer Data violates this Agreement, infringes or misappropriates a third party’s rights, creates legal exposure or risk for BModBridge or another person, or is otherwise harmful to the Services or their users. BModBridge will implement and reasonably enforce a policy providing for the termination, in appropriate circumstances, of accounts of repeat copyright infringers.

BModBridge maintains a notice-and-takedown process under the Digital Millennium Copyright Act. A notification of claimed copyright infringement must be a written communication to BModBridge’s designated agent at BModBridge Solutions LLC, 202 K Street, South Boston, MA 02127, contact@bmodbridge.com, and must include: (a) a physical or electronic signature of a person authorized to act for the copyright owner; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to enable BModBridge to locate it; (d) the complaining party’s contact information; (e) a statement that the complaining party has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or law; and (f) a statement, under penalty of perjury, that the notification is accurate and that the complaining party is authorized to act for the copyright owner.

If BModBridge removes or disables access to Customer Data in response to a compliant notification, BModBridge may notify the affected Customer or Authorized User and permit that person to submit a counter-notification. A counter-notification must include the information required by applicable law, including the subscriber’s signature, identification and prior location of the removed material, a statement under penalty of perjury of a good-faith belief that removal resulted from mistake or misidentification, contact information, consent to the applicable federal district court’s jurisdiction, and agreement to accept service of process from the complaining party. BModBridge may restore the removed material in accordance with the DMCA, including after the applicable statutory waiting period, unless BModBridge receives notice that the complaining party has filed an action seeking to restrain the allegedly infringing activity.

BModBridge may disclose information concerning notices, counter-notifications, and Customer Data as required by law or as reasonably necessary to administer this Section. BModBridge’s exercise or nonexercise of its rights under this Section does not create any obligation to monitor Customer Data or any liability to you, Customer or any Authorized User for good-faith content-removal or access-disabling decisions.

11. LIMITED WARRANTIES; DISCLAIMERS; VETERINARY DISCLAIMER

11.1 Service Warranty. BModBridge will provide the Services in a professional and workmanlike manner. Except as expressly stated, the Services are provided “AS IS” and “AS AVAILABLE” basis.

11.2 No Professional or Veterinary Advice. The Services are a tool for professionals and do not provide veterinary, medical, behavioral, training, legal, or other professional advice, diagnosis, or treatment, and are not a substitute for the independent judgment of a qualified professional or veterinarian. You are solely responsible for all professional decisions and for the care, training, and welfare of any animal. Nothing in the Services creates a veterinarian-client-patient relationship.

11.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, STATED IN THIS AGREEMENT, BMODBRIDGE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BMODBRIDGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR ANY RESULTS, INFORMATION, OR CONTENT OBTAINED THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. BMODBRIDGE MAKES NO WARRANTY REGARDING THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR CUSTOMER DATA. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

12. INDEMNIFICATION

12.1 Customer Indemnity. You will defend, indemnify, and hold harmless BModBridge and its officers, members, and employees from third-party claims, and related losses and reasonable attorneys’ fees, arising from or related to: (a) your Customer Data or content, including claims of infringement or violation of privacy; (b) your or your users’ use of the Services or breach of this Agreement; (c) your communications with your contacts, including under the TCPA, CAN-SPAM, or similar laws; (d) your professional services and your relationships with Pet Owners, Veterinarians, and other third parties; and (e) your failure to obtain any required consent.

12.2 BModBridge IP Indemnity. BModBridge will defend the Customer against a third-party claim that the Services, as provided by BModBridge and used in accordance with this Agreement, infringe a United States copyright or trade secret right, and will indemnify the Customer for amounts finally awarded, provided the Customer promptly notifies BModBridge and lets BModBridge control the defense and settlement. BModBridge may modify or replace the Services, procure the right to continue use, or terminate the affected Services. Refund requests relating to that termination are governed by Section 8.5. BModBridge has no obligation for claims arising from Customer Data, combinations with non-BModBridge products or services, or use in violation of this Agreement. This is the Customer’s sole and exclusive remedy for intellectual property infringement by the Services.

12.3 Indemnification Procedure. The party seeking indemnification will promptly notify the other of the claim, give the indemnifying party sole control of the defense and settlement (except that a settlement imposing a non-monetary obligation on the indemnified party requires its consent, not to be unreasonably withheld), and reasonably cooperate at the indemnifying party’s expense.

13. LIMITATION OF LIABILITY

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or data, arising out of or related to this Agreement. BModBridge’s total aggregate liability arising out of or related to this Agreement will not exceed the fees paid by the Customer to BModBridge in the twelve (12) months preceding the event giving rise to the claim. The exclusion of indirect damages and the liability cap do not apply to: your payment obligations; either party’s indemnification obligations; your breach of the license restrictions or of confidentiality; or a party’s gross negligence or willful misconduct.

14. TERM, SUSPENSION, AND TERMINATION

14.1 Suspension. BModBridge may suspend your or any user’s access to the Services, in whole or in part, if (a) fees are past due, (b) BModBridge reasonably believes the Services are being used in violation of this Agreement or applicable law or in a manner that poses a security or legal risk, or (c) suspension is required by law. Where practicable, BModBridge will give notice and an opportunity to cure, and will restore access promptly once the issue is resolved.

14.2 Term and Termination. This Agreement continues while you have an active subscription. Either party may terminate for material breach not cured within 30 days’ written notice. Either party may also end a subscription by non-renewal under Section 8.4(a). Upon termination, your right to access the Services ceases (subject to the 90-day export window in Section 6), and accrued payment obligations survive. Sections 5, 6, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 21 survive termination.

15. THIRD-PARTY SERVICES

The Services rely on third-party providers (for example, hosting, database, authentication, analytics, error monitoring, messaging, storage, and payment providers). BModBridge is not responsible for third-party service interruptions, breaches, or changes beyond its reasonable control, and makes no warranties regarding third-party services. The Privacy Policy lists the categories of providers that process Customer Data.

16. DATA PROTECTION AND SECURITY

16.1 Roles. To the extent BModBridge processes personal information contained in Customer Data on the Customer’s behalf, the Customer is the controller (or business) and BModBridge is the processor (or service provider); BModBridge will process such personal information only to provide the Services and on the Customer’s instructions, and will not sell it or use it for its own purposes except to create De-Identified Data as permitted by Section 5.

16.2 Security. BModBridge will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure.

16.3 Security Incidents. BModBridge will notify the Customer without undue delay after becoming aware of a confirmed breach of security leading to unauthorized access to or disclosure of Customer Data, and will provide reasonably available information to assist the Customer’s response.

16.4 Subprocessors; Data Processing Addendum. BModBridge may engage subprocessors to provide the Services and remains responsible for their performance. Where required by applicable data-protection law, the parties will enter into a data processing addendum.

17. TRADEMARKS

17.1 Customer Marks. If you are a Customer, you may be provided the option to brand certain pages within the Services with your own name, logo, trademark, service mark, or other brand features (collectively, “Customer Marks”). Customer grants BModBridge a limited, non-exclusive, non-transferable (except as permitted under this Agreement), non-sublicensable, worldwide, royalty-free license during the Term to use, reproduce, display, and reasonably modify the Customer Marks solely as necessary to configure, host, operate, maintain, support, and display the customer-branded page or pages of the Services made available to Customer and its Trainers, Pet Owners and authorized Veterinarians. BModBridge will use the Customer Marks in substantially the form provided by Customer and in accordance with Customer’s reasonable written brand-usage instructions, if any. Customer retains all right, title, and interest in and to the Customer Marks, and no rights are granted except as expressly stated in this Section.

17.2 Powered By. Customer acknowledges and agrees that BModBridge may display a discreet “Powered by BModBridge” attribution, together with BModBridge’s name and/or marks, on the Customer-branded page or pages of the Services. BModBridge retains all right, title, and interest in and to its name, logos, trademarks, service marks, and other brand features, and all goodwill arising from their use will inure exclusively to BModBridge. Except for that attribution and as otherwise expressly agreed in writing, the Customer-branded page or pages will display Customer’s Marks rather than BModBridge branding. BModBridge will cease use of the Customer Marks upon termination or expiration of this Agreement, except to the extent reasonably necessary to wind down the Services or comply with applicable law.

18. CHANGES TO THIS AGREEMENT

We may update this Agreement from time to time. If we make material changes, we will provide notice (for example, by email or in-product notice). For material changes, we will require you to affirmatively re-accept the updated Agreement before continued use; for non-material changes, your continued use after the effective date constitutes acceptance.

19. DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER

Except for claims that applicable law prohibits from being subject to a pre-dispute arbitration agreement, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the parties’ relationship will be resolved by final and binding arbitration on an individual basis. Arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules for a dispute with a Customer and its Consumer Arbitration Rules for a dispute with an Authorized User, in each case as modified by this Section. The arbitration will be heard by one neutral arbitrator and conducted remotely unless the parties agree otherwise; any in-person hearing will occur in Suffolk County, Massachusetts. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement, and Massachusetts law governs this Agreement and the underlying claims, without regard to conflict-of-laws rules.

The parties waive any right to bring, participate in, or recover relief in any class, collective, consolidated, or representative action or proceeding. The arbitrator may award only individualized relief and may not consolidate claims or preside over any class, collective, consolidated, or representative proceeding. An Authorized User will not be required to pay arbitration fees or costs that exceed the amount the Authorized User would be required to pay to commence a comparable court action; BModBridge will pay any remaining arbitration fees and costs required by the AAA’s Consumer Arbitration Rules. Each party will bear its own attorneys’ fees unless applicable law or the arbitrator awards fees to the prevailing party. Either party may seek temporary, preliminary, or permanent equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or the security or integrity of the Services, without waiving arbitration of the merits. This Section survives termination of this Agreement.

20. GENERAL

20.1 Entire Agreement. This Agreement, together with the Terms of Use, the Privacy Policy, the BModBridge Refund Policy, and any order or plan details, statement of work, or amendment expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, regarding its subject matter. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any statement, representation, or assurance that is not expressly set out in this Agreement. In the event of a conflict, this Agreement controls over the Terms of Use and Privacy Policy with respect to the subject matter of this Agreement, except to the extent those documents expressly state otherwise. For purchases through Paddle, refund requests, eligibility, decisions, and processing are governed by Paddle’s Refund Policy as described in Section 8.5. Section 21 controls over any conflicting provision of this Agreement with respect to an Application obtained from an App Store.

20.2 Assignment. You may not assign, transfer, or delegate this Agreement or any of your rights or obligations under it, whether by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Section is void. We may assign or transfer this Agreement, in whole or in part, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets or the business to which this Agreement relates. Subject to the foregoing, this Agreement binds and benefits the parties and their respective permitted successors and assigns.

20.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, will be severed from this Agreement, and the remaining provisions will remain in full force and effect. The invalidity or unenforceability of any provision in any jurisdiction will not affect the validity or enforceability of that provision in any other jurisdiction or of any other provision.

20.4 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of that or any other right, power, or remedy, and no single or partial exercise of any right, power, or remedy will preclude any further exercise of it or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the waiving party to be effective, and a waiver on one occasion will not be construed as a waiver of, or bar to, any right or remedy on any future occasion.

20.5 Notices. Notices to you under this Agreement may be given through the Services (including by in-product notice) or by email to the address associated with your account, and will be deemed received when sent or posted. Notices to us must be in writing and sent to contact@bmodbridge.com, with a copy to BModBridge Solutions LLC, 202 K Street, South Boston, MA 02127, and will be deemed received upon confirmed delivery. Each party is responsible for keeping its contact information current. Either party may change its notice address by giving notice in accordance with this Section. Cancellations and refund requests under Sections 8 and 9 do not require the separate email or postal notice described in this Section.

20.6 Independent Contractors. The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between them. Neither party has the authority to bind the other or to incur any obligation on the other's behalf, and neither party will represent to any third party that it has any such authority.

20.7 Publicity. BModBridge may identify the Customer as a customer of the Services and may use the Customer's name and logo, in a manner consistent with any branding guidelines the Customer provides, in customer lists, on its website, and in marketing and promotional materials. Except as set out in the preceding sentence, neither party will issue any press release or public statement regarding this Agreement, or use the other party's name, logo, or trademarks, without the other party's prior written consent. BModBridge will cease the permitted uses described above within a reasonable period after receiving the Customer's written request. Nothing in this Section limits either party's right to make disclosures required by law or to describe the relationship in the ordinary course to its advisors, investors, or as otherwise permitted under Section 7 (Confidentiality).

20.8 Force Majeure. Neither party will be liable or in breach of this Agreement for any delay or failure to perform its obligations (other than the Customer's payment obligations) to the extent the delay or failure is caused by events or circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, or severe weather; war, terrorism, civil unrest, or governmental action; labor disputes; epidemics or pandemics; failures or interruptions of the internet, telecommunications, hosting, power, or other utilities; and acts or omissions of third-party service providers (each, a "Force Majeure Event"). The affected party will use commercially reasonable efforts to notify the other party of the Force Majeure Event and to resume performance as soon as reasonably practicable, and the time for performance of the affected obligations will be extended for the duration of the Force Majeure Event. If a Force Majeure Event affecting BModBridge continues for more than thirty (30) consecutive days, either party may terminate this Agreement on written notice. Refund requests relating to that termination are governed by Section 8.5.

20.9 International Use; Export Controls. BModBridge operates the Services from the United States and does not represent that the Services are appropriate or available for use in every location. The Customer and each Authorized User that accesses the Services from outside the United States does so on its own initiative and is responsible for complying with local law, including laws that govern the collection, use, and transfer of personal information about Pet Owners and other individuals. The Customer will not, and will not permit any Authorized User to, access or use the Services in, or export or re-export the Services to, any country, region, or person in violation of U.S. export-control or economic-sanctions laws. To the extent the Customer or an Authorized User is a consumer under the laws of its country of residence, nothing in this Agreement limits any right under those laws that cannot be waived by contract.

21. MOBILE APPLICATIONS; APP STORE TERMS

21.1 Application. BModBridge may make the Services available through a mobile application for iOS, Android, or other platforms (the “Application”) that may be obtained from the Apple App Store, Google Play, or another third-party application marketplace (each, an “App Store,” and its operator, an “App Store Provider”). The Application is part of the Services. Each Authorized User’s use of the Application is also subject to the terms and policies of the App Store from which the Application was obtained.

21.2 Objectionable Content and Abusive Users. BModBridge has no tolerance for objectionable content or abusive users. No Authorized User may submit, upload, share, or transmit through the Services (including the Application) any content, or engage in any conduct, that: (a) is unlawful, defamatory, or fraudulent, or infringes or misappropriates another person’s rights; (b) harasses, bullies, threatens, intimidates, stalks, or abuses any person; (c) is hateful or discriminatory, or promotes violence against any person or group based on race, ethnicity, national origin, religion, sex, gender identity, sexual orientation, age, disability, or a similar characteristic; (d) is sexually explicit or pornographic, or sexualizes or endangers minors; (e) depicts or promotes animal cruelty or gratuitous violence, other than accurate records of animal behavior documented for legitimate training, behavioral, or veterinary purposes; (f) promotes self-harm or illegal activity; (g) contains malware, spam, or unsolicited commercial communications; (h) impersonates any person or misrepresents an affiliation with any person; or (i) is otherwise objectionable in BModBridge’s reasonable judgment (collectively, “Objectionable Content”).

21.3 Reporting, Blocking, and Enforcement. The Services provide in-app tools that allow Authorized Users to report Objectionable Content and abusive users, and to block abusive users. Reports may also be sent to contact@bmodbridge.com. BModBridge will review each report and act on it within twenty-four (24) hours of receipt, including, where BModBridge determines appropriate, by removing the Objectionable Content and suspending or terminating the account of the user who provided it.

21.4 Account Deletion. Each Authorized User may request deletion of its account from within the Application or by contacting contact@bmodbridge.com. When an account is deleted, BModBridge will delete the personal information associated with that account as described in the Privacy Policy, except that BModBridge may retain (a) records of the Authorized User's acceptance of this Agreement, and of the Authorized User's consent and opt-out choices; (b) related transaction and account records; and (c) any other information BModBridge is required to retain under applicable law, in each case for as long as reasonably necessary to comply with applicable law and to establish, exercise, or defend legal claims. BModBridge will restrict access to retained records to those purposes. Customer Data that an Authorized User entered remains part of the Customer’s account. Deleting the Application or an account does not cancel a subscription; see Section 8.4.

21.5 Purchases. Subscriptions are not sold through any App Store, and App Store Providers have no responsibility for subscriptions, billing, cancellations, or refunds. If BModBridge later makes subscriptions available through an App Store’s in-app purchase system, those purchases will be billed by the App Store Provider, will be subject to its terms, and must be managed, cancelled, and refunded through the App Store account used to make them, notwithstanding Section 8.

21.6 Apple App Store. If the Application is obtained from the Apple App Store, the following terms apply and control over any conflicting provision of this Agreement with respect to the Application:

(a) Acknowledgment. This Agreement is concluded between BModBridge and the Authorized User only, and not with Apple Inc. (“Apple”). BModBridge, not Apple, is solely responsible for the Application and its content.

(b) Scope of License. The Authorized User’s license to use the Application is limited to a non-transferable license to use the Application on Apple-branded products that the Authorized User owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the Application may be accessed and used by other accounts associated with the Authorized User through Family Sharing or volume purchasing.

(c) Maintenance and Support. BModBridge is solely responsible for providing any maintenance and support services for the Application, as specified in this Agreement or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

(d) Warranty. BModBridge is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the Application fails to conform to any applicable warranty, the Authorized User may notify Apple, and Apple will refund the purchase price, if any, for the Application to that Authorized User. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and, as between BModBridge and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be BModBridge’s sole responsibility.

(e) Product Claims. BModBridge, not Apple, is responsible for addressing any claims of the Authorized User or any third party relating to the Application or the Authorized User’s possession and use of the Application, including: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

(f) Intellectual Property Rights. In the event of any third-party claim that the Application or the Authorized User’s possession and use of the Application infringes that third party’s intellectual property rights, BModBridge, not Apple, will be solely responsible, as between BModBridge and Apple, for the investigation, defense, settlement, and discharge of that claim.

(g) Legal Compliance. The Authorized User represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties.

(h) Developer Name and Address. Questions, complaints, or claims regarding the Application may be directed to BModBridge Solutions LLC, 202 K Street, South Boston, MA 02127, contact@bmodbridge.com.

(i) Third-Party Terms. The Authorized User must comply with applicable third-party terms of agreement, such as its wireless data service agreement, when using the Application.

(j) Third-Party Beneficiary. BModBridge and the Authorized User acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that, upon the Authorized User’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the Authorized User as a third-party beneficiary.

21.7 Google Play. If the Application is obtained from Google Play, this Agreement is between BModBridge and the Authorized User only, and not with Google LLC (“Google”). BModBridge, not Google, is solely responsible for the Application, its content, and its maintenance and support, and the Authorized User’s use of the Application is also subject to the Google Play Terms of Service.