ROAM WITH US
(Milo and Me, LLC, a Delaware limited liability company)
Effective Date: May 22nd, 2026 Version: 1
IMPORTANT — PLEASE READ CAREFULLY BEFORE AGREEING
These Terms and Conditions contain provisions that significantly affect your legal rights. By agreeing to these Terms and Conditions, or by accepting Services from Roam With Us, you acknowledge that you have read and agree to all of them, including, in particular:
• A BINDING ARBITRATION AGREEMENT (Section 17) requiring that all disputes be resolved by individual arbitration in Wilmington, Delaware, and A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDINGS;
• LIMITATIONS ON COMPANY’S LIABILITY (Section 9), including a cap on total damages, the exclusion of consequential damages and damages for emotional distress, loss of companionship, and similar non-economic harm relating to your dog, and a limitation that damages relating to your dog are measured by fair market value;
• A PRICING AND COMPENSATION ACKNOWLEDGMENT (Section 4.5 and Section 6.1) under which Company quotes all-in, bundled prices for third-party services without itemization, and Company may earn, and retain without disclosure, markups, margins, commissions, rebates, and other compensation from third-party providers;
• BROAD CLIENT INDEMNIFICATION OBLIGATIONS (Section 10), including for the conduct of your dog and the acts and omissions of third-party providers;
• A NON-CIRCUMVENTION COVENANT (Section 15); and
• A ONE-YEAR LIMITATIONS PERIOD (Section 17.6) for bringing any claim.
If you do not agree to all of these Terms and Conditions, do not click “I Agree,” do not submit an Engagement Agreement, and do not use the Services.
These Terms and Conditions (these “Terms”) govern the provision of Services by Milo and Me, LLC, a Delaware limited liability company doing business as Roam With Us (“Company,” “we,” “us,” or “our”), to each client (“Client,” “you,” or “your”) who submits an Engagement Agreement through Company’s website or otherwise engages Company to arrange and coordinate canine travel and destination services. Each executed Engagement Agreement (whether submitted online or signed in writing) incorporates these Terms by reference. Together, the Engagement Agreement and these Terms constitute a binding contract between Client and Company (each a “Party,” collectively the “Parties”).
1. DEFINITIONS
As used in these Terms, the following capitalized terms have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.
"Claim" means any claim, demand, action, suit, proceeding, investigation, loss, damage, liability, cost, or expense, including reasonable attorneys’ fees and expenses.
"Dog" means each dog identified in an Engagement Agreement as being the subject of Services thereunder, and “Dogs” refers to all such dogs collectively.
"Engagement Agreement" means a per-trip engagement agreement submitted by Client through Company’s online booking flow (or, where applicable, a written engagement agreement executed by both Parties) that identifies a specific Trip, the selected Service Tier, the Dog(s) and Client traveler(s), the trip dates and destinations, the all-in price, and any trip-specific terms, and that incorporates these Terms by reference.
"Fees" means the total amounts payable by Client to Company in connection with a Trip, as further described in Section 6, including all-in pricing for Third-Party Services arranged by Company and any separate concierge fees set forth in the applicable Engagement Agreement.
"Local Partner" means any third-party concierge, agency, fixer, or service provider engaged by Company in any destination jurisdiction to assist in the performance of Services.
"Person" means any natural person, corporation, limited liability company, partnership, trust, governmental authority, or other entity.
"Services" means the arrangement and coordination services described in Section 2 and selected in the applicable Engagement Agreement, as further described in Exhibit A.
"Service Tier" means one of the three tiers of Services described in Exhibit A (Essential, Enhanced, or Full Concierge), as selected in the applicable Engagement Agreement.
"Third-Party Provider" means any Person other than Company that provides goods or services in connection with a Trip, including without limitation airlines, charter operators, ground transportation providers, hotels and accommodations, veterinarians and veterinary hospitals, groomers, walkers, sitters, trainers, daycare and boarding facilities, customs and documentation services, Local Partners, and providers of any other goods, services, activities, or experiences.
"Third-Party Services" means any goods or services provided by Third-Party Providers in connection with a Trip.
"Trip" means a specific travel engagement for which Company has agreed to provide Services pursuant to an Engagement Agreement.
2. SCOPE OF SERVICES
2.1 General Scope.
Company will provide Services as expressly described in the applicable Engagement Agreement, drawn from the categories set forth in Exhibit A. Services consist of the arrangement, coordination, and booking of Third-Party Services, the provision of recommendations, and the provision of related logistical support. The Services do not include, and Company does not undertake to perform, any of the activities described in Section 2.3.
2.2 In-Cabin Air Transportation Arrangement.
In connection with air transportation, Company’s role is limited to arranging and coordinating in-cabin transportation for the Dog with the Client (or a Person designated by Client other than Company or its personnel) as the ticketed passenger. Client acknowledges and agrees that Client (or Client’s designated traveler) shall be the passenger accompanying the Dog, shall hold the Dog in-cabin, and shall be solely responsible for the Dog throughout the air transportation, including check-in, security screening, in-flight care, and any incidents occurring in transit. Company’s personnel will not act as a passenger, courier, or nanny for the Dog and will not take physical custody of the Dog during any segment of air transportation.
2.3 Excluded Services.
Company does not provide, and the Services do not include, any of the following, and Client acknowledges and agrees that Company shall have no obligation or liability with respect to any of the following:
(a) acting as a passenger on behalf of Client or transporting the Dog as a courier or nanny;
(b) taking physical custody of the Dog during air transportation;
(c) providing veterinary advice, diagnosis, treatment, or medication;
(d) providing legal, immigration, customs, tax, or insurance advice;
(e) guaranteeing the performance, quality, safety, fitness, or conduct of any Third-Party Provider or Third-Party Service;
(f) guaranteeing admission, boarding, entry, or non-quarantine of the Dog in any jurisdiction or by any carrier; or
(g) any service not expressly identified in the applicable Engagement Agreement.
2.4 No Misrepresentation.
Company will not assist, advise, or facilitate any misrepresentation of the Dog as a service animal, emotional support animal, or psychiatric service animal under any applicable law, regulation, or carrier policy, and will not assist in evading any breed-specific legislation, import requirement, or carrier restriction. Client agrees not to request, and acknowledges that Company shall have an absolute right to refuse, any such service. Company may terminate the Engagement Agreement immediately, without refund or further obligation, if Client requests any such service.
2.5 Discretion to Decline or Discontinue.
Company reserves the right, in its sole and absolute discretion, to decline to undertake or to discontinue performance of any Service or Trip at any time if Company determines that: (a) the Dog exhibits aggression or behavior that may endanger any Person or animal; (b) the Dog’s health, age, breed, or condition makes the requested travel inadvisable; (c) Client has failed to provide complete, accurate, or timely information or documentation; (d) the requested Service would require or facilitate any unlawful act or any breach of carrier or destination requirements; (e) any destination presents risks Company reasonably determines to be unacceptable; or (f) any other circumstance arises that Company reasonably determines warrants such action. In the event of such decline or discontinuance, Client shall remain liable for all Fees and pass-through costs incurred to the date of discontinuance and any non-refundable amounts.
3. ENGAGEMENT AGREEMENTS
3.1 Per-Trip Engagement.
These Terms establish the framework for the Parties’ relationship but do not, by themselves, obligate Company to provide any specific Service or Client to engage Company for any specific Trip. Services for each Trip shall be provided pursuant to an Engagement Agreement. Each Engagement Agreement incorporates these Terms in their entirety by reference. Client’s submission of an Engagement Agreement, or Client’s acceptance of any Services, constitutes Client’s acceptance of these Terms.
3.2 Online Acceptance.
By clicking “I Agree,” “Book Trip,” “Confirm,” or any similar button in Company’s online booking flow, Client (a) acknowledges that Client has read these Terms in their entirety, (b) agrees to be bound by these Terms, including the arbitration agreement, class waiver, jury waiver, limitations of liability, indemnification, and pricing-and-compensation provisions, and (c) represents that Client has the legal capacity and authority to enter into a binding contract on the terms set forth herein. Client’s electronic acceptance has the same legal effect as a manual signature.
3.3 Conflicts.
In the event of any conflict or inconsistency between these Terms and an Engagement Agreement, these Terms shall control unless the Engagement Agreement expressly references the conflicting provision of these Terms and states that it is intended to supersede such provision for purposes of that specific Engagement Agreement.
3.4 No Implied Engagement.
No Trip shall be undertaken and no Service shall be performed by Company unless and until Client has submitted an Engagement Agreement, Company has confirmed acceptance in writing or by electronic confirmation, and any required deposit has been received.
3.5 Amendments to Terms.
Company may amend these Terms from time to time. The version of these Terms in effect at the time Client submits an Engagement Agreement governs that Engagement Agreement. Amendments adopted after Client’s submission of an Engagement Agreement do not alter the Terms applicable to that Engagement Agreement. Company will post each updated version of these Terms with a new Effective Date and Version designation.
4. RELATIONSHIP OF THE PARTIES; THIRD-PARTY PROVIDERS
4.1 Limited Agency.
Subject to the express terms of these Terms, including without limitation Section 4.5 and Section 9, Company acts as Client’s agent solely for the limited purpose of identifying, recommending, and booking Third-Party Services for the Trip. Company is not Client’s general agent and has no authority to act for Client beyond the scope expressly set forth in these Terms and the applicable Engagement Agreement.
4.2 Independent Contractor Status of Third-Party Providers.
All Third-Party Providers, including without limitation Local Partners, are independent contractors and are not employees, agents, partners, joint venturers, or representatives of Company. Company does not control the means, methods, personnel, equipment, or conduct of any Third-Party Provider. Company makes no representation or warranty, express or implied, regarding the performance, quality, safety, fitness, qualifications, licensure, insurance, or conduct of any Third-Party Provider or any Third-Party Service.
4.3 Third-Party Terms Govern.
All Third-Party Services are subject to the terms, conditions, limitations of liability, exclusions, waivers, and policies of the applicable Third-Party Provider (including without limitation airline contracts of carriage, hotel pet policies, veterinary consent and limitation provisions, charter operator agreements, and Local Partner terms). Client shall be deemed to have accepted such terms by accepting the benefit of the applicable Third-Party Service, and Client agrees to comply with all such terms. Company is not a party to, and has no obligation under, any contract between Client and any Third-Party Provider.
4.4 Vetting Standard.
Company shall use commercially reasonable efforts to select Third-Party Providers based on Company’s general assessment of reputation and suitability. Such efforts do not constitute a guarantee, warranty, or assurance of any kind regarding any Third-Party Provider. Company makes no representation that its vetting will identify or prevent any deficiency, misconduct, negligence, or breach by any Third-Party Provider. Company’s obligation with respect to vetting is limited to the foregoing reasonable-efforts standard, and Company shall have no further duty of inquiry or supervision.
4.5 Compensation; No Fiduciary Duty.
PLEASE READ THIS SECTION 4.5 CAREFULLY. IT AFFECTS YOUR RIGHTS WITH RESPECT TO COMPANY’S COMPENSATION.
CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES that Company’s compensation in connection with each Trip may include, in addition to any concierge fee stated in the applicable Engagement Agreement, (i) markups, margins, or spreads embedded in the all-in pricing quoted for Third-Party Services; (ii) commissions, rebates, kickbacks, referral fees, override payments, marketing allowances, volume bonuses, free or discounted services, upgrades, gifts, points, or other consideration received from Third-Party Providers or Local Partners; and (iii) any other forms of compensation, in cash or in kind, related to the Trip (collectively, “Additional Compensation”). Client expressly authorizes Company to receive and retain all Additional Compensation for its own account, without disclosure of amounts, and without any duty to credit, refund, or share any portion thereof with Client. Client waives any right Client might otherwise have under principles of agency, fiduciary duty, or otherwise to require disclosure of, or to share in, any Additional Compensation. The Parties intend that the relationship created by these Terms is purely contractual and not fiduciary; Company does not owe Client fiduciary duties, and any duties of Company to Client are limited to those expressly stated in these Terms.
4.6 Subcontracting; Local Partners.
Company may, in its sole discretion and without notice to Client, subcontract or delegate any portion of the Services to Local Partners or other Third-Party Providers. Company’s obligation in selecting Local Partners is limited to the reasonable-efforts standard set forth in Section 4.4. Company shall not be responsible for the selection, acts, omissions, or sub-engagements of any Local Partner’s own sub-providers, suppliers, or personnel. All limitations of liability and disclaimers in these Terms apply equally to Services performed through Local Partners.
5. CLIENT REPRESENTATIONS AND OBLIGATIONS
5.1 Information.
Client represents and warrants that all information provided to Company regarding the Dog, the Client traveler(s), and the Trip is and will be complete, accurate, and current, including without limitation the Dog’s breed, age, weight, identification (including microchip), vaccination status, health conditions, behavioral history (including any bite history or aggression), medications, dietary restrictions, and any prior denial of boarding, entry, or admission. Client has an ongoing obligation to promptly notify Company of any change in such information.
5.2 Fitness to Travel.
Client represents and warrants that the Dog is in suitable physical and behavioral condition to undertake the Trip, that Client has consulted with the Dog’s veterinarian regarding the suitability of the Trip, and that Client has independently evaluated the risks of air and other transportation for the Dog, including without limitation the elevated risks applicable to brachycephalic breeds, senior dogs, puppies, pregnant dogs, and dogs with respiratory, cardiac, neurological, or anxiety conditions. Client assumes all such risks.
5.3 Ownership and Authority.
Client represents and warrants that Client is the lawful owner of the Dog (or has the full authority of the lawful owner to engage Company on the terms set forth herein) and has full authority to make all decisions regarding the Dog, including authorization of veterinary care.
5.4 Legal Compliance.
Client is solely responsible for compliance with all laws, regulations, and requirements applicable to the Dog and to Client’s travel, including without limitation import and export requirements; quarantine requirements; vaccination, microchip, and titer requirements; breed-specific legislation; licensing, leash, and muzzle laws; liability insurance requirements; and tax obligations. Company’s identification of, or assistance with, any such requirement is informational only and does not constitute legal advice or a guarantee of compliance or admission.
5.5 Insurance.
Client shall maintain at all times during each Trip (a) pet health insurance covering the Dog, with coverage adequate for international veterinary care, and (b) personal liability insurance with limits of not less than $1,000,000 covering bodily injury, property damage, and other liabilities arising from the Dog’s conduct. Upon request, Client shall provide Company with certificates evidencing such coverage. Company’s acceptance or non-review of any certificate does not constitute approval of the adequacy of coverage.
5.6 Conduct of the Dog.
Client retains full responsibility for the Dog’s conduct at all times, including during all interactions with Third-Party Providers and Company personnel. Client shall be solely liable for all injuries, damages, fines, penalties, cleaning charges, denied boardings, evictions, quarantines, and other consequences arising out of the Dog’s conduct or condition.
5.7 Veterinary Authorization.
Client hereby authorizes Company to (a) share the Dog’s medical and identification information with Third-Party Providers, including veterinarians, as Company deems necessary or appropriate for the Trip, and (b) in the event of a medical emergency involving the Dog during the Trip in which Company is unable, after reasonable efforts under the circumstances, to reach Client or Client’s designated emergency contact, authorize and arrange emergency veterinary care for the Dog at a cost not to exceed Two Thousand U.S. Dollars ($2,000) per incident, with such cost being a reimbursable expense under Section 6. Company shall have no liability for any decision made or not made, or any care provided or not provided, under this Section 5.7.
5.8 Cooperation.
Client shall reasonably cooperate with Company, including by timely responding to communications, executing required forms, providing required documents, and making the Dog available for any scheduled appointment or service.
6. FEES, PRICING, AND PAYMENT
6.1 All-In Pricing.
PLEASE READ THIS SECTION 6.1 CAREFULLY. IT AFFECTS YOUR RIGHTS WITH RESPECT TO PRICING AND REFUNDS.
Fees for each Trip shall be as set forth in the applicable Engagement Agreement. Pricing for Third-Party Services arranged by Company shall be quoted to Client on an all-in, bundled basis, without itemization of underlying costs and without disclosure of any markup, margin, spread, or other Additional Compensation. Client agrees that the all-in price represents Company’s good-faith quote and that Client shall have no right to demand itemization or disclosure of the components thereof.
6.2 Concierge Fee.
In addition to the all-in pricing for Third-Party Services, Company may charge a separate concierge fee for each Trip, in such amount as is set forth in the applicable Engagement Agreement. The concierge fee is fully earned upon Company’s commencement of work on the Trip and, except as expressly provided in Section 7, is non-refundable.
6.3 Deposit; Advance Payment.
Company may require a non-refundable deposit upon submission of any Engagement Agreement, and may require advance payment of all or any portion of estimated Fees and pass-through costs before booking or arranging any Third-Party Service. Company shall have no obligation to advance funds on behalf of Client and may decline to book or arrange any Service until all required payments have been received.
6.4 Additional Charges.
Client shall be responsible for, and Company may charge to Client, all additional charges arising in the course of the Trip, including without limitation (a) costs of additional or modified Services requested or made necessary; (b) emergency veterinary expenses authorized by Client or by Company under Section 5.7; (c) third-party fines, penalties, cleaning fees, damages, or quarantine costs; (d) currency exchange costs and foreign transaction fees; (e) costs incurred due to inaccurate or incomplete Client information; and (f) costs incurred due to denial of boarding, entry, or admission for any reason. Company may add a service charge to any such additional charges.
6.5 Payment Terms.
All invoices are due upon receipt unless otherwise stated. Amounts not paid within ten (10) days of invoice shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Client shall reimburse Company for all costs of collection, including reasonable attorneys’ fees. Company may suspend performance of any Service or Trip, and may withhold the Dog’s records or other materials, until all amounts due have been paid. All amounts payable are exclusive of taxes, which shall be Client’s responsibility.
6.6 Currency.
All Fees are quoted and payable in U.S. Dollars unless otherwise specified in the applicable Engagement Agreement. Where Company incurs pass-through costs in foreign currency, Company may apply a reasonable conversion rate selected in good faith and may pass through associated bank, card, and conversion fees.
6.7 No Set-Off.
Client shall pay all amounts due under these Terms and any Engagement Agreement without set-off, counterclaim, deduction, or withholding.
7. CANCELLATION, CHANGES, AND REFUNDS
7.1 Cancellation by Client.
Client may cancel a Trip by written notice to Company. Cancellation fees, if any, shall be as set forth in the applicable Engagement Agreement and shall apply in addition to (a) all non-refundable Third-Party charges, (b) the non-refundable concierge fee, and (c) any deposit. Refunds, if any, of pass-through amounts paid to Third-Party Providers shall be limited to amounts actually recovered by Company from such Third-Party Providers, net of cancellation fees, taxes, and other irrecoverable amounts, and net of any service charge retained by Company. Client acknowledges that all-in pricing quoted by Company is not refundable on a cost basis; Client is entitled to a refund only of the net amount actually recovered by Company from the underlying Third-Party Providers, regardless of the all-in price originally quoted.
7.2 Changes by Client.
Any change to a confirmed Trip is subject to acceptance by Company and availability with applicable Third-Party Providers, and may result in additional Fees and pass-through costs.
7.3 Cancellation by Company.
Company may cancel a Trip at any time pursuant to Section 2.5 or upon any Client breach. In the event of cancellation by Company under Section 2.5(a)–(d) or due to Client breach, no refund of the concierge fee or deposit shall be due, and Client shall remain liable for all incurred and non-recoverable pass-through costs.
7.4 Force Majeure.
Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including without limitation acts of God; weather; natural disasters; epidemics, pandemics, and quarantines; war, terrorism, civil unrest, or governmental action; airline embargoes (including seasonal pet embargoes), aircraft swaps, route changes, or denials of boarding; changes in law, regulation, or carrier policy; cyber incidents; labor disputes; supplier defaults; and any event affecting the Dog’s health or fitness to travel. In the event of such a force majeure event, Company shall use commercially reasonable efforts to mitigate and, where feasible, rebook or substitute Services. Client shall remain responsible for all pass-through costs and shall be entitled only to such refunds as Company actually recovers from Third-Party Providers.
8. DISCLAIMERS
PLEASE READ THIS SECTION 8 CAREFULLY.
8.1 As-Is.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RESULT, OR QUALITY OF SERVICE.
8.2 Third-Party Providers.
COMPANY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING ANY THIRD-PARTY PROVIDER OR THIRD-PARTY SERVICE. ANY RECOMMENDATION OR SELECTION BY COMPANY IS BASED SOLELY ON COMPANY’S GENERAL ASSESSMENT AND IS NOT AN ENDORSEMENT, GUARANTEE, OR ASSURANCE OF ANY KIND. COMPANY DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, NEGLIGENCE, WILLFUL MISCONDUCT, BREACH, INSOLVENCY, OR OTHER CONDUCT OF ANY THIRD-PARTY PROVIDER.
8.3 Outcomes.
COMPANY DOES NOT GUARANTEE ANY PARTICULAR OUTCOME, INCLUDING WITHOUT LIMITATION ADMISSION OF THE DOG TO ANY JURISDICTION, BOARDING ON ANY CARRIER, ABSENCE OF QUARANTINE, AVAILABILITY OF ANY SPECIFIC PROVIDER OR ACCOMMODATION, OR THE HEALTH, SAFETY, OR WELL-BEING OF THE DOG.
8.4 Information Disclaimers.
Information provided by Company regarding laws, regulations, requirements, vetting, providers, destinations, or any other subject is provided for convenience only, is believed to be reliable but is not guaranteed, and does not constitute legal, veterinary, immigration, customs, tax, insurance, or other professional advice. Client shall not rely on any such information as a substitute for independent professional advice.
9. LIMITATION OF LIABILITY
PLEASE READ THIS SECTION 9 CAREFULLY. IT LIMITS COMPANY’S LIABILITY TO YOU.
9.1 Exclusion of Damages.
IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS (COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOST PROFITS, LOST BUSINESS, LOST OPPORTUNITY, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF ENJOYMENT, EMOTIONAL DISTRESS, MENTAL ANGUISH, LOSS OF COMPANIONSHIP, OR LOSS OF SOCIETY, ARISING OUT OF OR RELATING TO THESE TERMS, ANY ENGAGEMENT AGREEMENT, OR ANY SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE) AND REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Direct Damages.
WITHOUT LIMITING SECTION 9.1, THE AGGREGATE LIABILITY OF THE COMPANY PARTIES TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, ANY ENGAGEMENT AGREEMENT, OR ANY SERVICES SHALL NOT EXCEED THE LESSER OF (A) THE CONCIERGE FEE ACTUALLY PAID BY CLIENT TO COMPANY (EXCLUDING ANY PASS-THROUGH AMOUNTS) FOR THE SPECIFIC TRIP GIVING RISE TO THE CLAIM, OR (B) FIVE THOUSAND U.S. DOLLARS ($5,000).
9.3 Damages Relating to the Dog.
WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO ANY CLAIM ARISING OUT OF INJURY TO, ILLNESS OF, DEATH OF, LOSS OF, ESCAPE OF, OR DISAPPEARANCE OF THE DOG, CLIENT ACKNOWLEDGES AND AGREES THAT ANY RECOVERABLE DAMAGES ARE LIMITED TO THE FAIR MARKET VALUE OF THE DOG MEASURED AS A CHATTEL UNDER APPLICABLE LAW, THAT DAMAGES FOR EMOTIONAL DISTRESS, LOSS OF COMPANIONSHIP, SENTIMENTAL VALUE, INTRINSIC VALUE, OR UNIQUE VALUE ARE NOT RECOVERABLE, AND THAT THE CAP IN SECTION 9.2 APPLIES IN ANY EVENT.
9.4 Allocation of Risk.
The Parties acknowledge that the limitations of liability in this Section 9 are an essential element of the bargain, that the Fees reflect this allocation of risk, and that without these limitations Company would not enter into these Terms. The limitations apply notwithstanding the failure of any limited remedy of its essential purpose.
9.5 Carve-Outs.
Nothing in this Section 9 limits any liability that cannot be limited under applicable law. To the extent applicable law prohibits limitation of liability for gross negligence, fraud, or willful misconduct, the limitations in Sections 9.1 and 9.2 do not apply to such conduct of Company; however, the exclusion of consequential and similar damages in Section 9.1 shall continue to apply to the maximum extent permitted by law.
10. INDEMNIFICATION
10.1 By Client.
Client shall defend, indemnify, and hold harmless the Company Parties from and against any and all Claims arising out of or relating to: (a) the conduct, behavior, or condition of the Dog, including without limitation any injury, illness, death, or property damage caused by the Dog; (b) any inaccuracy, incompleteness, or omission in information provided by Client; (c) Client’s breach of any representation, warranty, covenant, or obligation in these Terms or any Engagement Agreement; (d) Client’s violation of any law, regulation, carrier policy, or Third-Party Provider requirement; (e) any Claim by any Third-Party Provider relating to Client or the Dog; (f) any Claim by any Person who is injured by the Dog or suffers property damage from the Dog; (g) any veterinary decision made by Company in reliance on Section 5.7; and (h) any act or omission of any Third-Party Provider. Company shall have the right, at Client’s expense, to participate in and assume control of the defense of any Claim with counsel of its choice. Client shall not settle any Claim without Company’s prior written consent.
10.2 By Company.
Company shall defend, indemnify, and hold harmless Client from and against Claims by unaffiliated third parties to the extent arising out of the gross negligence or willful misconduct of Company in the performance of the Services, subject to the limitations of liability in Section 9.
11. INSURANCE
Company shall maintain such insurance as it determines, in its sole discretion, to be appropriate for its business. Company’s insurance is for Company’s benefit only, is not for the benefit of Client or any other Person, and shall not be deemed to limit Client’s obligations or expand Company’s liability under these Terms. Client shall not be a named insured, additional insured, loss payee, or third-party beneficiary under any of Company’s policies. Client shall maintain the insurance required by Section 5.5.
12. CONFIDENTIALITY AND PRIVACY
12.1 Mutual Confidentiality.
Each Party shall hold in confidence all non-public information of the other Party disclosed in connection with these Terms and shall use such information only for purposes of performing under these Terms. The foregoing does not apply to information that is or becomes generally known through no fault of the receiving Party, is independently developed, is rightfully received from a third party without restriction, or is required to be disclosed by law (with prompt notice to the other Party where permitted).
12.2 Client Privacy.
Company will treat Client’s identity, itineraries, residences, family information, and personal information as confidential and will not disclose such information except as necessary to provide the Services or as required by law. Company will not use Client’s name, likeness, image, or testimonial for marketing or publicity without Client’s prior written consent.
12.3 Marketing Restriction; No Social Media.
Company personnel and Local Partners shall not photograph the Dog or Client, post to social media regarding the Trip, or share Trip details with any Person not directly involved in the performance of the Services, except with Client’s prior written consent.
12.4 Survival.
The obligations of this Section 12 survive termination of these Terms for a period of five (5) years; confidentiality obligations with respect to trade secrets survive indefinitely.
13. DATA, RECORDS, AND AUTHORIZATIONS
Client authorizes Company to collect, use, store, and share with Third-Party Providers and Local Partners (a) information regarding Client, Client’s travelers, and the Dog necessary or appropriate for the Services, and (b) the Dog’s veterinary and identification records. Company shall maintain records relating to each Trip for such period as Company determines is appropriate and shall not be required to provide copies to Client other than as required by law.
14. INTELLECTUAL PROPERTY
All vetting methodologies, provider lists, itinerary templates, recommendation databases, software, processes, know-how, and other materials developed or used by Company in the course of providing the Services (collectively, “Company IP”) are and shall remain the sole property of Company. Client receives no right, title, or interest in or to Company IP. Client shall not reverse engineer, decompile, copy, distribute, or use Company IP except as expressly permitted in connection with the Services for which Client has paid in full.
15. NON-CIRCUMVENTION; NON-SOLICITATION
For a period of two (2) years following the conclusion of any Trip, Client shall not, directly or indirectly: (a) engage, hire, or contract with any Local Partner or Third-Party Provider first introduced to Client by Company, except through Company; (b) solicit or hire any employee, contractor, or Local Partner of Company; or (c) use information obtained through the Services to circumvent Company in arranging any service. Client acknowledges that breach of this Section 15 would cause Company irreparable harm and that Company shall be entitled to injunctive relief in addition to all other remedies.
16. TERM AND TERMINATION
These Terms commence on the date Client first submits an Engagement Agreement or otherwise accepts these Terms and continue until terminated as provided herein. Each Engagement Agreement is governed by the version of these Terms in effect on the date of submission.
16.2 Termination for Convenience.
Either Party may terminate the relationship for convenience upon thirty (30) days’ written notice; provided that termination shall not affect any then-pending Engagement Agreement, which shall continue to be governed by these Terms through completion or earlier termination of that Engagement Agreement.
16.3 Termination for Cause.
Company may terminate these Terms and any or all Engagement Agreements immediately, without further obligation, upon (a) Client’s breach of any provision of these Terms or any Engagement Agreement; (b) any circumstance described in Section 2.5; (c) Client’s non-payment of any amount when due; or (d) Client’s insolvency or bankruptcy.
16.4 Effect of Termination.
Upon termination, Client shall pay all Fees and pass-through costs incurred or non-recoverable as of the effective date of termination, and any non-refundable amounts. Sections 1, 2.3, 2.4, 4.2–4.6, 5.6, 6.4–6.7, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, and 18, together with any other provisions that by their nature should survive, shall survive termination.
17. GOVERNING LAW; DISPUTE RESOLUTION
PLEASE READ THIS SECTION 17 CAREFULLY. IT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
17.1 Governing Law.
These Terms and any Engagement Agreement, and all matters arising out of or relating to them (including non-contractual claims), shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
17.2 Mandatory Arbitration.
ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ENGAGEMENT AGREEMENT, THE SERVICES, OR THE RELATIONSHIP OF THE PARTIES, INCLUDING THE VALIDITY, SCOPE, OR ENFORCEABILITY OF THIS ARBITRATION PROVISION (EACH, A “DISPUTE”), SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES THEN IN EFFECT (THE “RULES”). The arbitration shall be conducted by a single neutral arbitrator with at least fifteen (15) years of relevant commercial experience. The seat and legal place of arbitration shall be Wilmington, Delaware. Hearings may be conducted by videoconference at the arbitrator’s discretion. The language of the arbitration shall be English.
17.3 Confidentiality of Proceedings.
The arbitration, all submissions, all hearings, and the existence, content, and result of the proceedings shall be confidential, and no Party or participant shall disclose any aspect thereof except as required by law or to a Party’s professional advisors bound by confidentiality.
17.4 Class Action and Jury Waiver.
THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. The arbitrator may not consolidate Claims of more than one Person and may not preside over any form of representative or class proceeding.
17.5 Injunctive Relief.
Notwithstanding Section 17.2, either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction in aid of arbitration or to preserve the status quo or confidential information pending arbitration. For such purposes, the Parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.
17.6 Limitations Period.
ANY DISPUTE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE IT IS PERMANENTLY BARRED. This contractual limitations period applies to the maximum extent permitted by law.
17.7 Fees and Costs.
Each Party shall initially bear its own attorneys’ fees and its share of arbitration costs as required by the Rules; the arbitrator shall award the prevailing Party its reasonable attorneys’ fees and costs (including arbitration fees) in the final award.
18. MISCELLANEOUS
All notices to Company shall be in writing and shall be delivered by personal delivery, recognized overnight courier, or email to the address(es) posted by Company on its website. Notices to Client may be delivered to the email address Client provides in any Engagement Agreement. Notices are effective upon receipt or, in the case of email, upon transmission with confirmation of delivery.
18.2 Entire Agreement.
These Terms, together with each Engagement Agreement and the Exhibits, constitute the entire agreement of the Parties with respect to its subject matter and supersede all prior and contemporaneous understandings and agreements, written or oral.
18.3 Amendment.
These Terms may be amended by Company as set forth in Section 3.5. Engagement Agreement terms may be amended only in writing signed or electronically accepted by both Parties. No waiver is effective unless in writing signed or electronically accepted by the waiving Party, and no waiver constitutes a continuing waiver.
18.4 Assignment.
Client may not assign these Terms or any Engagement Agreement or delegate any duty hereunder without Company’s prior written consent, and any attempted assignment without such consent is void. Company may assign these Terms and any Engagement Agreement without consent.
18.5 No Third-Party Beneficiaries.
These Terms are for the benefit of the Parties only. No Third-Party Provider, family member, or other Person is a third-party beneficiary.
18.6 Severability.
If any provision is held unenforceable, the remainder shall remain in effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the Parties’ economic intent.
18.7 Interpretation.
Headings are for convenience only. “Including” means “including without limitation.” The Parties have had the opportunity to consult counsel; no rule of construction against the drafter applies.
18.8 Independent Contractor.
Company is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or fiduciary relationship between the Parties.
18.9 Electronic Records.
The Parties consent to the use of electronic records and electronic signatures and agree that electronic records and signatures have the same legal effect as paper records and manual signatures. Company’s records of Client’s electronic acceptance, including timestamp, version of Terms in effect, IP address, and other authentication data, shall be admissible as evidence of the formation of the Parties’ agreement.
18.10 Further Assurances.
Each Party shall execute such further documents and take such further actions as may be reasonably necessary to give effect to these Terms.
EXHIBIT A
Service Tiers
Each Engagement Agreement selects one of the following Service Tiers. Company will provide only those services expressly identified in the Engagement Agreement. Inclusion of a category below does not obligate Company to provide every item listed; specific scope is defined in the Engagement Agreement.
Tier 1 – Essential
Includes:
16.1 Term.
Tier 2 – Enhanced
Includes all Essential services, plus:
Tier 3 – Full Concierge
Includes all Enhanced services, plus:
All services in any Tier are subject to availability, destination conditions, applicable law, the terms of Third-Party Providers, and Company’s discretion under these Terms.
