2024.11.06 PETSZEL AGREEMENT C# T&C PARTIALLY EXECUTED.PDF

5 Cowboys Way, Ste 300, Frisco, TX 75034 
PROVIDER TERMS AND CONDITIONS 
Effective Date: October 18, 2024 
Petszel’s personalized pet care platform (the “Platform”) allows shelters and rescues (collectively, “Providers”) to 
provide their pet owners (“Pet Owners”) with a digital post-adoption web application (the “Provider Application”) 
complete with a dashboard solution which manages the integration with the Provider’s applicable software, documents 
and other offerings (“Provider Software”) at no cost to the Provider. Invitations to the Provider Application, powered 
by Petszel, will be delivered to the Pet Owner automatically via email & text when the animal’s status changes to 
“adopted” in the Provider Software. The Platform further allows, via the Provider Application, Providers to 
communicate with and provide Pet Owners with information, products, and services for their pets after adoption, 
including applications, services, and products (collectively “Third-Party Services”) offered by third-party providers 
(“Third-Party Providers”). 
These Provider Terms and Conditions (the “Terms”) govern your access to and use of the Platform, including any 
content, functionality, and services offered on or through Petszel.com (the “Website”), the Provider Application, and 
any other products and services (such products and services, the Platform, the Website, and the Provider Application, 
the “Services”) made available by Petszel LLC, a Delaware limited liability company (“Petszel”, “we” or “us”). 
Provider’s continued use of the Services constitutes Provider’s acceptance of these Terms. If Provider does not agree 
with these Terms, Provider shall immediately cease use of the Services. We may revise and update these Terms from 
time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access 
to and use of the Services thereafter. 
Provider’s use of the Services shall also be subject to the Petszel terms of service and Petszel privacy policy. 
1. 
SERVICES AND SUPPORT
1.1 
Subject to the terms hereof, Petszel will use commercially reasonable efforts to provide Provider the Services. 
1.2 
Provider must allow Petszel to integrate with Provider Software to facilitate the Services. Petszel will be 
responsible for building and maintaining the integration which will be used for securely syncing data to the Platform 
for the Provider Application. The following data fields are required but the exact fields may vary depending on type 
of Provider Software: (a) Provider information such as system IDs for all fields, locations and sub-location names, 
addresses; (b) animals status including adoptions, returns/surrender, and foster details including status date & time, 
Provider staff, fees, and agreements; (c) Pet Owner details such as name, address, email, phone, and communication 
preferences; (d) animal details including species, breed, sex, weight, date of birth, age, photos, color, microchip, and 
other relevant fields; and (e) animal medical information such as vaccine information, dates, medication, treatment 
types, and other relevant fields. 
1.3 
Subject to the terms hereof, Petszel will provide Provider with reasonable technical support services in 
accordance with Petszel’s standard practice. 
2.
RESTRICTIONS AND RESPONSIBILITIES
2.1 
Provider will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to 
discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services 
or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative 
works based on the Services or any Software (except to the extent expressly permitted by Petszel or authorized within 
1 
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the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit 
of a third; or remove any proprietary notices or labels. 
2.2 
Further, Provider may not remove or export from the United States or allow the export or re-export of the 
Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or 
regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign 
Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the 
Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are 
deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with 
DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, 
or disclosure of such commercial software or commercial software documentation by the U.S. Government will be 
governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms. 
2.3 
Provider represents, covenants, and warrants that Provider will use the Services only in compliance with 
Petszel’s standard published policies then in effect, including Petszel terms of service and the Petszel privacy policy, 
and all applicable laws and regulations. Provider hereby agrees to indemnify and hold harmless Petszel against any 
damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in 
connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Provider’s 
use of Services, including a breach of any representation, warranty, or covenant contained herein. Although Petszel 
has no obligation to monitor Provider’s use of the Services, Petszel may do so and may prohibit any use of the Services 
it believes may be (or alleged to be) in violation of the foregoing. 
2.4 
Provider shall be responsible for obtaining and maintaining any equipment and ancillary services needed to 
connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, 
operating systems, networking, web servers and the like (collectively, “Equipment”). Provider shall also be 
responsible for maintaining the security of the Equipment, Provider account, passwords (including but not limited to 
administrative and user passwords) and files, and for all uses of Provider account or the Equipment with or without 
Provider’s knowledge or consent. 
2.5 
As part of the registration process, Provider will identify an administrative username and password, and/or 
unique API for Provider’s Petszel account. Petszel reserves the right to refuse registration of, or cancel passwords it 
deems inappropriate. Provider is responsible for all actions on Users’ accounts and for all Users’ compliance with 
these Terms. Provider and Users must protect the confidentiality of their passwords and login credentials. Provider 
will promptly notify Petszel if it suspects or knows of any fraudulent activity with its accounts, passwords, or 
credentials, or if they become compromised. “User” means any individual who uses the Services on Provider’s behalf 
or through Provider’s account. 
 
2.6 
Provider hereby represents and warrants that: (a) it has and will collect all data inclyding personally 
identifying information from Pet Owners (“Pet Owner Data”) in accordance with applicable law; (b) it has and will 
collect all requisite consents from Pet Owners for Petszel to send communications to Pet Owners on behalf of Provider 
through the Services; (c) it has and will obtain all requisite consents necessary to use the Pet Owner Data via the 
Services; (d) it believes all Pet Owner Data is accurate and has undertaken commercially reasonable methods to verify 
and/or authenticate Pet Owner Data; (e) it will not send nor authorize communications to be sent to any Pet Owner or 
other person after receipt of an opt-out request from such Pet Owner or other person, except to confirm the opt-out 
request in compliance with applicable law; (f) it has and will safeguard all personally identifying information in Pet 
Owner Data from misuse; (g) it has and will notify Provider of any Pet Owner Data breach within seven (7) days of 
discovery of such event; and (h) has and will use all Pet Owner Data and/or any Provider information in a manner 
consistent with the goals of Provider, including but not limited to maintaining its good status in the local community 
 
2.7 
Provider agrees and understands that: (a) it is responsible for all activity of Users and for Users’ compliance 
with these Terms; (b) it shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and 
appropriateness of all Provider Data; (ii) prevent unauthorized access to, or use of, the Services, and notify Petszel 
promptly of any such unauthorized access or use; and (iii) comply with all applicable laws and/or regulations in using 
the Services; (c) the Services shall not include Provider’s connection to the Internet or any Equipment or third party 
licenses necessary for Provider to use the Software, which shall be Provider’s sole responsibility; (d) it is responsible 
for supplying Petszel with any technical data and other information and authorizations that Petszel may reasonably 
request to allow Petszel to provide the Services to Provider; and (e) Petszel shall have the right to: (i) use or act upon 
any feedback provided by Provider without restriction and without obligation to Provider; (ii) utilize information 
collected regarding Provider’s use of the Services (1) maintaining, improving and/or analyzing the Software, including 
providing advanced analytics and reporting to Provider, (2) complying with all legal or contractual requirements, 
and/or (3) making malicious or unwanted content anonymously available to its licensors for the purpose of further 
developing and enhancing the Software; and (iii) develop and commercialize benchmarks and measures based on 
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aggregated data. Furthermore, Provider agrees it will not and will not permit any User to use the Services in any 
manner outside of the limited use allowed herein. 
2.8 
Using the Services, you may direct us to obtain your data, materials, and other information maintained by third parties 
(“Thid-Party Hosted Information”) including from online websites or software programs. Therefore, to the extent 
necessary to provide Third-Party Hosted Information to us as a part of the Services, Provider hereby grants Petszel, 
as applicable depending on the online website or software program, a limited power of attorney and appoint Petszel 
as your authorized agent, to access the applicable Third-Party Hosted Information, retrieve and use such Third-Party 
Hosted Information with the full power and authority to do and perform each action necessary in connection with the 
Services to the fullest extent of your own authorizations and rights. In such a scenario, Petszel are acting as your 
authorized agent, and not independently or as the agent of or on behalf of the third party that operates the platform 
hosting the Third-Party Hosted Information. Provider acknowledges that by accessing and connecting with your 
vendors and suppliers via the Services, Provider’s credentials may be collected, converted, stored in encrypted 
form and used by Petszel for the purposes of providing the Services. Provider further authorizes Petszel to (i) collect 
and store in an encrypted form your credentials for such Third-Party Hosted Information, (ii) access the applicable 
vendors and suppliers using the credentials on an as-needed basis to provide the Services to Provider; (iii) view, 
retrieve, download and/or store applicable Third-Party Hosted Information; and (iv) take all such further actions as are 
reasonably necessary to provide the Services in conjunction with such Third-Party Hosted Information. Provider 
represents and warrants that the Third-Party Hosted Information belongs to Provider, that Provider has the right to 
access, retrieve and use the Third-Party Hosted Information and that Provider has the authority to appoint Petszel as 
its agent with all necessary power and authority to use its credentials and to access and retrieve the Third-Party Hosted 
Information on Provider’s behalf. Petszel does not review any Third-Party Hosted Information for accuracy, legality 
or non-infringement and does not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure 
to store any Third-Party Hosted Information, related user data, communications or personalization settings.
2.9 
Unless otherwise set forth in an applicable order form, Third-Party Services provided by Third-Party 
Providers may be available, operate, interface or delivered with the Services via the Provider Application. Provider 
acknowledges it shall enter into a separate agreement with any such applicable Third-Party Provider prior to accessing 
and using such Third-Party Services. Use of such Third-Party Services will be governed by such Third-Party 
Provider’s applicable terms and conditions. The Platform merely facilitates the provision of Third-Party Services and 
Provider acknowledges and agrees that Petszel is not a party to any agreement between Provider and a Third-Party 
Provider nor is responsible for any unsatisfactory delivery of any Third-Party Services. PETSZEL DOES NOT 
WARRANT, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO, THIRD- 
PARTY SERVICES, WHETHER OR NOT THEY ARE DESIGNATED BY PETSZEL AS “VERIFIED” OR 
OTHERWISE, AND PETZEL DISCLAIMS ALL LIABILITY FOR SUCH THIRD-PARTY SERVICES. 
3.
CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed 
or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter 
referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Petszel includes non- 
public information regarding features, functionality and performance of the Service. Proprietary Information of 
Provider includes non-public data provided by Provider to Petszel to enable the provision of the Services (“Provider 
Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and 
(ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person
any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any
information after five (5) years following the disclosure thereof or any information that the Receiving Party can
document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt
from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was
independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be
disclosed by law.
3.2 
Provider shall own all right, title and interest in and to the Provider Data. Petszel shall own and retain all 
right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications 
thereto, (b) any software, applications, inventions or other technology developed in connection with integration 
services or support, and (c) all intellectual property rights related to any of the foregoing. 
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3.3 
Notwithstanding anything to the contrary, Petszel shall have the right collect and analyze data and other 
information relating to the provision, use and performance of various aspects of the Services and related systems and 
technologies (including, without limitation, information concerning Provider Data and data derived therefrom) 
(“Usage Data”), and Petszel will be free to (i) use Usage Data to improve and enhance the Services and for other 
development, diagnostic and corrective purposes in connection with the Services and other Petszel offerings, and (ii) 
disclose, license, and sell such Usage Data which is De-Identified. “De-Identified” means data (1) for which all 
identifiers have been removed such that the data, alone or in combination with other reasonably available data, cannot 
be attributed to or associated with or cannot identify any person or device, and the unauthorized access, use, disclosure, 
modification, storage, destruction, or loss of the data would not trigger the application of any privacy law or any 
security breach notification law and (2) that has been combined with similar data such that the original data forms a 
part of a larger data set. 
3.4 
Usage Data may be used to develop, train, or enhance artificial intelligence or machine learning models that 
are part of the Services, if any, including third-party components of the Services, and Provider authorizes Petszel to 
process Usage Data for such purposes. However, (a) Usage Data must be aggregated before it can be used for these 
purposes, and (b) Petszel will use commercially reasonable efforts consistent with industry standard technology to De-
Identify data before such use. Nothing in this section will reduce or limit Petszel’s obligations regarding Personal Data 
that may be contained in Usage Data under applicable data protection laws.  Due to the nature of artificial intelligence 
and machine learning, information generated by these features may be incorrect or inaccurate. Services features that 
include artificial intelligence or machine learning models are not human and are not a substitute for human oversight. 
“Personal Data” will have the meaning(s) set forth in the applicable data protection laws for personal information, 
personal data, personally identifiable information, or other similar term. 
3.5 
If Provider provides feedback to the Petszel about its products and services, all such feedback will be the sole 
and exclusive property of the Petszel. Provider agrees to and hereby irrevocably transfers and assigns to Petszel all of 
Provider’s right, title, and interest in and to all feedback, including all intellectual property rights therein. Provider 
will not earn or acquire any rights or licenses in the Services or in any Petszel intellectual property rights on account 
of these Terms or Provider’s performance under these Terms, even if the Petszel incorporates any feedback into the 
Services. 
3.6 
To facilitate the provision of the Services, Provider hereby grants to Petszel a non-exclusive, worldwide, 
royalty-free, fully paid up right and license to use any and all logos, designs, trademarks, content, data, videos, and 
ideas provided by or on behalf of Provider including Pet Owner Data in order to provide the Services, including to 
“white label” messages sent by Provider to its Pet Owners. Provider acknowledges that Pet Owners may elect to 
become a user of the Services independent of Provider’s use of the Services. 
3.7 
Petszel may identify Provider and use Provider’s name and logo in marketing to identify Provider as a user 
of Petszel’s products and services. 
4.
TERM AND TERMINATION
4.1 
Subject to any applicable order form and earlier termination as provided below, the Services are for the 
applicable initial term as specified in the applicable order form (the “Initial Service Term”), and shall be 
automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the 
“Term”), unless either party requests termination at least thirty (30) business days prior to the end of the then-current 
Term. 
4.2 
Either party may also terminate the Services immediately (or without notice in the case of nonpayment), if 
the other party materially breaches any of the terms or conditions of these Terms. 
4.3 
Either party may terminate the Services for convenience, and without cause, thirty (30) business days’ written 
notice to the other party. 
4.4 
Upon termination of the Services, Provider’s right to access and use the Services shall immediately terminate, 
Provider shall immediately cease all use of the Services, and Provider shall destroy or return to Petszel and make no 
further use of any Proprietary Information, materials, or other items (and all copies thereof) belonging to Petszel. Upon 
any termination, Petszel will make all Provider Data available to Provider for electronic retrieval for a period of thirty 
(30) days, but thereafter Petszel may, but is not obligated to, delete stored Provider Data. All sections of these Terms
which by their nature should survive termination will survive termination, including, without limitation, accrued rights
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to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Further, within thirty (30) 
days after termination, the Petszel will delete data synced from the Provider Software. All data for Pet Owners that 
have not signed into the Provider Application in the prior 90 days will be deleted, and any active Pet Owners will 
continue to have free access to their data within the Services. 
5.
WARRANTY AND DISCLAIMER
Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by Petszel or by Petzel’s third-party providers, or because of other causes beyond Petszel’s 
reasonable control, but Petszel shall use reasonable efforts to provide advance notice in writing or by e-mail of any 
scheduled service disruption. HOWEVER, PETSZEL DOES NOT WARRANT THAT THE SERVICES WILL BE 
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT 
MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS 
SECTION, THE SERVICES ARE PROVIDED “AS IS” AND PETSZEL DISCLAIMS ALL WARRANTIES, 
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF 
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 
Petszel is not responsible for the final delivery of any communication through the Services, as such is outside of Petszel’s control. 
While Petszel will use commercially reasonable efforts to transmit Provider’s communications for delivery to Pet Owners, Petszel cannot 
commit to, and does not guarantee, a specific maximum delivery time. Such times depend on various network and 
system-related factors among the various parties involved in the transmission. Petszel is not liable for any loss 
incurred by the failure of a message to be delivered, and Provider acknowledges that Petszel has no liability 
whatsoever for any damages for financial or other loss resulting from any delivery failure. 
6.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A
PERSON, PETSZEL AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND 
TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND 
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF 
THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: 
(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF
DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS
OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND PETSZEL’S REASONABLE CONTROL; OR (D) FOR ANY
AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
FEES PAID BY PROVIDER TO PETSZEL FOR THE SERVICES IN THE 6 MONTHS PRIOR TO THE ACT
THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT PETSZEL HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.
INDEMNITY
Petszel shall hold Provider harmless from liability to third parties resulting from a cybersecurity or data
breach caused by Petszel’s use of data from Provider Software, provided Petszel is promptly notified of any and all 
claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control 
over defense and settlement; Petszel will manage cyber breach response and notify breach victims when breach is 
caused by Petszel’s use of Provider Data. Petszel will not be responsible for any settlement it does not approve in 
writing. The foregoing obligations do not apply with respect to situations where Provider’s or User’s use of the Service 
is not strictly in accordance with these Terms. 
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8.
INSURANCE
Petszel shall maintain insurance in the types and amounts that are prudent and customary for the business in
which it is engaged, which shall include commercial general liability and cybersecurity (including data breach) 
insurance. 
9.
MISCELLANEOUS
If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and 
enforceable. These Terms are not assignable, transferable or sublicensable by Provider except with Petszel’s prior 
written consent. Petszel may transfer and assign any of its rights and obligations under these Terms without consent. 
These Terms, the applicable order form, and the Petszel terms of service, and Petszel privacy policy, are the complete 
and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and 
oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all 
waivers and modifications must be in an electronic acknowledgement or writing signed by both parties, except as 
otherwise provided herein. In the event of any direct conflict between these Terms, the applicable order form, and the 
Petszsel terms of service and Petszel privacy policy, the following shall be the order of which agreements shall 
supersede: first the applicable order form, then these Terms, and then the Petszel terms of service and Petszel privacy 
policy. No agency, partnership, joint venture, or employment is created as a result of these Terms and Provider does 
not have any authority of any kind to bind Petszel in any respect whatsoever. In any action or proceeding to enforce 
rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under 
these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; 
when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next 
day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return 
receipt requested. These terms shall be governed by the laws of the State of Arizona and any resulting action will be 
filed in the Superior Court of Maricopa County. 
PETSZEL LLC: 
PROVIDER (Shelter): 
Address One :  
Address Two: 
City, State, Zip:  
By: 
By: 
Printed Name: 
Printed Name: 
Date: 
Date:
2500 S 27th Ave.
Phoenix, AZ 85009
Maricopa County Animal Care & Control
MARICOPA COUNTY
Chairman, Board of Supervisors
By: 
Printed Name: 
Date:
APPROVED AS TO FORM: 
Deputy County Attorney
By: 
Printed Name: 
Date:
ATTEST:
Clerk of the Board
Matthew Russell
CEO
10/18/2024
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10/21/2024
Kim Miles