PawPay LLC

Terms of Use

These Terms of Use ("Terms") govern your access to and use of the PawPay LLC platform, website, mobile applications, APIs, SMS programs, payment facilitation services, and related services (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

1. Nature of the Services

PawPay LLC ("PawPay," "we," "us," or "our") operates a technology platform that facilitates:

• Insurance claim payment coordination
• Insurance reimbursement routing
• Payment authorization workflows
• Checkout integrations between veterinary providers and pet parents
• Secure data transmission between insurers, clinics, and payment processors

PawPay is not:

• An insurance company
• An insurance broker or agent
• A third-party claims administrator (unless separately contracted in writing)
• A bank or financial institution
• A licensed money transmitter (except to the extent exemptions apply)
• A fiduciary

PawPay does not underwrite insurance policies, approve or deny claims, guarantee reimbursement, or interpret policy language. All coverage determinations remain solely with the applicable insurance carrier.

2. Payment Facilitation & Processing

PawPay may facilitate payment transactions through third-party processors (including but not limited to Stripe or other regulated financial institutions).

All payment processing services are provided by licensed third parties pursuant to their own agreements. PawPay does not hold or control customer funds except as permitted by applicable law.

By using the Services, you acknowledge and agree that:

• PawPay is not responsible for banking delays or processor interruptions.
• PawPay is not responsible for insurer reimbursement timing or claim outcomes.
• PawPay may place holds or suspend transactions where fraud, sanctions, regulatory, or compliance risks are suspected.
• PawPay may debit, credit, reverse, or adjust transactions as necessary to facilitate payment routing and correct errors.

3. ACH Authorization

By providing bank account information, you authorize PawPay and its payment processors to:

• Initiate ACH credits and debits
• Correct erroneous transactions
• Reverse duplicate or unauthorized entries

You agree not to dispute authorized transactions with your financial institution without first contacting PawPay for resolution.

This authorization remains in effect until revoked in writing and accepted by PawPay.

4. Sanctions, AML & Regulatory Compliance

You represent and warrant that:

• You are not listed on any U.S. sanctions list, including the OFAC Specially Designated Nationals (SDN) list.
• You are not located in or ordinarily resident in a sanctioned jurisdiction.
• Funds used in connection with the Services are not derived from unlawful activity.
• You will comply with all applicable anti-money laundering (AML) and sanctions laws.

PawPay may suspend or block transactions as required to comply with applicable law.

5. SMS & Mobile Messaging Terms

By providing your mobile phone number and opting in, you consent to receive:

• Transactional SMS messages (claims updates, payment notifications)
• Account alerts and fraud notifications
• Promotional messages (only if separately opted in)

Message frequency may vary. Message and data rates may apply.

To opt out, reply STOP.

For help, reply HELP or contact support@pawpay.com.

Carriers are not liable for delayed or undelivered messages.

Mobile opt-in data will not be sold or shared for third-party marketing purposes. PawPay complies with applicable messaging and privacy laws, including the TCPA, CTIA Messaging Principles, CAN-SPAM, and applicable state consumer privacy laws.

Consent to receive marketing messages is not required to use the Services.

6. Electronic Communications Consent

By creating an account or using the Services, you consent to receive all communications from PawPay electronically, including agreements, disclosures, notices, transaction confirmations, payment authorizations, ACH confirmations, SMS notifications, regulatory disclosures, and account updates.

Communications may be delivered via:

• Email
• SMS/text message
• In-app notifications
• Website postings
• Dashboard messages

You agree that electronic communications satisfy any legal requirement that communications be in writing.

Your consent is provided in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN). To access electronic communications, you must have a device with internet access, a current web browser, a valid email address, and the ability to download or print documents.

You may withdraw consent by contacting support@pawpay.com. Withdrawal of consent may result in termination of access to Services that require electronic delivery.

You agree that clicking "Accept," "Agree," submitting electronic forms, authorizing ACH transactions online, or otherwise providing electronic confirmation constitutes your legally binding electronic signature.

You are responsible for retaining copies of electronic communications for your records.

7. User Representations

You represent and warrant that:

• All information provided is accurate and complete.
• Claims submitted are legitimate and not fraudulent.
• You will not attempt reimbursement fraud or misrepresentation.
• You have authority to act on behalf of your clinic, organization, or insurer, if applicable.

8. Prohibited Conduct

You may not:

• Submit fraudulent or misleading claims
• Manipulate reimbursement or payment workflows
• Reverse engineer or attempt to access source code
• Interfere with platform security
• Use the Services for unlawful purposes

PawPay may suspend or terminate access at its sole discretion for violations of these Terms.

9. Intellectual Property

All software, APIs, workflows, branding, content, and platform elements are owned by PawPay LLC or its licensors.

No rights are granted except as expressly provided in these Terms.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAWPAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED SERVICE.

PawPay does not guarantee that reimbursement requests will be approved.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

PawPay shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits or lost business opportunities
• Lost reimbursements
• Insurance claim denials
• Payment processing delays
• Data transmission errors beyond our reasonable control
• Regulatory actions arising from user misconduct

PawPay's total aggregate liability shall not exceed the greater of:

(a) $1,000, or
(b) The total fees paid to PawPay in the twelve (12) months preceding the event giving rise to the claim.

These limitations apply regardless of the theory of liability.

12. Indemnification

You agree to indemnify, defend, and hold harmless PawPay LLC and its members, managers, officers, affiliates, and agents from and against any claims, liabilities, damages, losses, or expenses arising out of or related to:

• Fraudulent submissions
• Regulatory violations
• Breach of these Terms
• Misrepresentation of insurance coverage
• Unauthorized ACH disputes

13. Arbitration & Class Action Waiver

Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration in the State of Delaware.

You waive the right to:

• A jury trial
• Participation in a class action
• Representative or consolidated proceedings

Either party may bring an individual claim in small claims court where permitted by law.

14. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

15. Modifications

PawPay may update or modify these Terms at any time. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.