Terms of Service
Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Good Dog Platform, you agree to comply with and be bound by these Terms of Service.
Please note: Section 18 of these Terms of Service contains an arbitration clause and class action waiver that applies to all Good Dog Members. If you reside in the United States, this provision applies to all disputes with Good Dog. If you reside outside of the United States, this provision applies to any action you bring against Good Dog in the United States. It affects how disputes with Good Dog are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: July 18, 2019
Thank you for using Good Dog!
These Terms of Service (these "Terms") constitute a legally binding agreement (this "Agreement") between you and Good Dog (as defined below) governing your access to, and use of, the Good Dog website, including any subdomains thereof, and any other websites through which Good Dog makes the Good Dog Services available (collectively, the "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, the "Application") and all associated services (collectively, the "Services"). The Site, Application and Services together are hereinafter collectively referred to as the "Good Dog Platform". Our other Policies applicable to your use of the Good Dog Platform are incorporated by reference into this Agreement.
When these Terms mention “Good Dog,” “we,” “us,” or “our,” it refers to Good Dog, Inc., a Delaware corporation with an office at 99 University Place, 3rd Floor, New York, NY 10003, United States.
Breeders alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Breeder Services. For example, some states may require a license to breed dogs. Breeders are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Listings or Breeder Services they offer. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Listing(s) and Breeder Service(s) on the Good Dog Platform, you should always seek legal guidance.
Table of Contents
- Scope of Services
- Eligibility, Verification, and Registration
- Using the Good Dog Platform; Prohibited Activities
- Modification of these Terms
- Terms Specific to Breeders
- Terms Specific to Buyers
- Modifications, Cancellations and Refunds
- Ratings and Reviews
- Disputes between Members
- Term and Termination, Suspension, and other Measures
- Dispute Resolution and Arbitration Agreement
- Applicable Law and Jurisdiction
- Copyright Policy
- General Provisions
1. Scope of Services
- The Good Dog Platform is an online marketplace that enables registered users ("Members") and certain third party dog breeders who offer Services (Members and third parties who offer Services are "Breeders", and the services they offer are "Breeder Services") to publish such Breeder Services on the Good Dog Platform ("Listings") and to communicate and transact directly with Members who are seeking such Breeder Services (Members seeking Breeder Services are “Buyers”). Breeder Services include the marketing and sale of dogs to Buyers seeking dogs.
- As the provider of the Good Dog Platform, Good Dog does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Breeder Services. Breeders alone are responsible for their Listings and Breeder Services. When Members buy or sell a dog, they are entering into a contract directly with each other. Good Dog is not, and does not become, a party to, or other participant in, any contractual relationship between Members, nor is Good Dog a dog breeder. Good Dog is not acting as an agent in any capacity for any Member.
- While we may help facilitate the resolution of disputes, Good Dog has no control over, and does not guarantee, (i) the existence, quality, safety, suitability, or legality of any Listings or Breeder Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Good Dog does not endorse any Member, Listing or Breeder Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Good Dog about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe, or suitable. You should always exercise due diligence and care when deciding whether to buy or sell a dog, participate in or use other Breeder Services, or communicate and interact with other Members, whether online or in person.
- If you choose to use the Good Dog Platform as a Breeder, your relationship with Good Dog is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Good Dog for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Good Dog.
- To promote the Good Dog Platform and to increase the exposure of Listings to potential Members, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
- The Good Dog Platform may contain links to third-party websites or resources ("Third-Party Services"). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Good Dog is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Good Dog of such Third-Party Services.
- Due to the nature of the Internet, Good Dog cannot guarantee the continuous and uninterrupted availability and accessibility of the Good Dog Platform. Good Dog may restrict the availability of the Good Dog Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Good Dog Platform. Good Dog may improve, enhance and modify the Good Dog Platform and introduce new Services from time to time.
2. Eligibility, Verification, and Registration
- You must be at least 18 years old and able to enter into legally binding contracts to access and use the Good Dog Platform or register an Account. By accessing or using the Good Dog Platform, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
- User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to, (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions, animal abuse registrations, or an equivalent version of background, registered animal abuse offender checks, or other checks in your local jurisdiction (if available).
- You must register an account ("Account") to access and use certain features of the Good Dog Platform, such as publishing or purchasing a Listing. If you are registering an Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
- You agree to provide true, accurate, current, and complete information about yourself as prompted by the membership application form and process (such information being the "Membership Data"). If you knowingly provide any information that is untrue, inaccurate, not current, or incomplete, or Good Dog has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Good Dog has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). For the avoidance of doubt and without limiting the foregoing, Good Dog may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) for convenience at any time.
- You may not register more than one (1) Account unless Good Dog authorizes you to do so. You may not assign or otherwise transfer your Account to another party.
- You are responsible for maintaining the confidentiality and security of your Account credentials and may not disclose your credentials to any third party. You must immediately notify Good Dog if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Account. You are liable for any and all activities conducted through your Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
- Good Dog may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Account. These features do not require that you share your credentials with any other person. No third party is authorized by Good Dog to ask for your credentials, and you shall not request the credentials of another Member.
3. Using the Good Dog Platform; Prohibited Activities
- You also are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Good Dog Platform.
- You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Breeder Service(s) are located or take place 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) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Good Dog may make the access to and use of the Good Dog Platform, or certain areas or features of the Good Dog Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or transaction and cancellation history.
- The Good Dog Platform may only be used for lawful purposes by Members seeking dogs and Breeders seeking to market and sell dogs. In connection with your use of the Good Dog Platform, you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, policies, and standards;
- use the Good Dog Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Good Dog endorsement, partnership or otherwise misleads others as to your affiliation with Good Dog;
- post dogs or content on the Good Dog Platform that contain any hyperlinks, hidden keywords or any keywords that are irrelevant to the dog or are otherwise misleading contained in a dog posting;
- post dogs for modeling or talent or talent scouting positions;
- post any dogs on the Good Dog Platform for any competitor of Good Dog or post other content that contains links to any site competitive in any way with Good Dog (other than a Breeder's own website or social media page);
- use the Good Dog Platform in connection with the distribution of unsolicited commercial messages ("spam");
- offer, as a Breeder, any Breeder Services that you do not yourself own or have permission to make available through the Good Dog Platform;
- unless Good Dog explicitly permits otherwise, enter into a transaction with respect to any Listing if you will not actually be providing or using the Breeder Services yourself;
- contact another Member for any purpose other than asking a question related to your own personal inquiry, Listing, or the Member's use of the Good Dog Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
- use, display, mirror or frame the Good Dog Platform or Collective Content, or any individual element within the Good Dog Platform, Good Dog's name, any Good Dog trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Good Dog Platform, without Good Dog's express written consent;
- dilute, tarnish or otherwise harm the Good Dog brand in any way, including through unauthorized use of Collective Content, registering and/or using Good Dog or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Good Dog domains, trademarks, taglines, promotional campaigns or Collective Content;
- use any robot, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Good Dog Platform for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Good Dog or any of Good Dog's providers or any other third party to protect the Good Dog Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Good Dog Platform;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Good Dog Platform;
- export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
- The access to, or use of, certain areas and features of the Good Dog Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Good Dog Platform, the latter terms and conditions will take precedence with respect to your access to, or use of, that area or feature, unless specified otherwise.
- You acknowledge that Good Dog has no obligation to monitor the access to, or use of, the Good Dog Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to, (i) operate, secure and improve the Good Dog Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), (ii) ensure Members’ compliance with these Terms, (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body, (iv) respond to Member Content that it determines is harmful or objectionable, or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Good Dog in good faith, and to provide Good Dog with such information and take such actions as may be reasonably requested by Good Dog with respect to any investigation undertaken by Good Dog or a representative of Good Dog regarding the use or abuse of the Good Dog Platform.
- If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who, (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to Good Dog by contacting us; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
- If Good Dog becomes aware of any possible violations by you of the Terms, Good Dog reserves the right to investigate such violations. If, as a result of the investigation, Good Dog believes that criminal activity has occurred, Good Dog reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Good Dog is entitled, except to the extent prohibited by applicable law, to disclose any information or materials related to Listings or Breeder Services, including Member Content and Membership Data, in Good Dog’s possession in connection with your use of the Application or the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms, (iii) respond to any claims that Member Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Good Dog, its Members or the public, and all enforcement or other government officials, as Good Dog in its sole discretion believes to be necessary or appropriate.
4. Modification of these Terms
- Good Dog reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Good Dog Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Good Dog Platform will constitute acceptance of the revised Terms.
- The Services consist of interactive features that may allow Members, in Good Dog’s sole discretion to, (i) create, upload, post, transmit, and/or store content, including but not limited to, photos, text, graphics, audio, video, items, or other materials or information on, or through, the Good Dog Platform (collectively, "Member Content"), and (ii) access and view Member Content and any content that Good Dog itself makes available on, or through, the Good Dog Platform, including proprietary Good Dog content and any content licensed or authorized for use by, or through, Good Dog from a third party ("Good Dog Content" and, together with Member Content, "Collective Content").
- The Good Dog Platform and Collective Content may in its entirety, or in part, be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Good Dog Platform and Good Dog Content, including all associated intellectual property rights, are the exclusive property of Good Dog and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in, or accompanying, the Good Dog Platform or Collective Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Good Dog used on, or in, connection with the Good Dog Platform and Good Dog Content are trademarks or registered trademarks of Good Dog in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on, or in, connection with the Good Dog Platform and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
- You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Good Dog Platform or any Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned, or controlled by, Good Dog, its licensors, or licensees, except for the licenses and rights expressly granted in these Terms.
- Subject to your compliance with these Terms, Good Dog grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to, (i) download and use the Application on your personal device(s), and (ii) access and view any Collective Content made available on, or through, the Good Dog Platform and accessible to you, solely for your personal use.
- By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on, or through, the Good Dog Platform, you grant to Good Dog a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable, and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Good Dog Platform, in any media or platform. Without limiting the foregoing, when you submit Member Content, you agree that this submission accords Good Dog the right to sublicense such Member Content to other companies, organizations, or individuals in any and all media or distribution methods, now known or later developed. No such use of Member Content shall entitle you to any compensation from Good Dog, or any other companies, organizations, or individuals. Unless you provide specific consent, Good Dog does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
- You are solely responsible for all Member Content that you make available on, or through, the Good Dog Platform. Accordingly, you represent and warrant that, (i) you either are the sole and exclusive owner of all Member Content that you make available on, or through, the Good Dog Platform or you have all rights, licenses, consents, and releases that are necessary to grant to Good Dog the rights in, and to, such Member Content, as contemplated under these Terms, and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Good Dog’s use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While we are not obligated to do so, we reserve the right, and have absolute discretion, to review, screen, and delete Member Content at any time and for any reason.
- You will not post, upload, publish, submit or transmit any Member Content that, (i) is fraudulent, false, misleading (directly or by omission or failure to update information), or deceptive, (ii) is defamatory, libelous, obscene, pornographic, vulgar, or offensive, (iii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group, (iv) is violent or threatening or promotes violence or actions that are threatening to any other person, (v) promotes illegal or harmful activities or substances; or (vi) violates any other Good Dog policy. Good Dog may, without prior notice, remove or disable access to any Member Content that Good Dog finds to be in violation of these Terms or Good Dog’s then-current policies or standards, or otherwise may be harmful or objectionable to Good Dog, its Members, third parties, or property.
- Good Dog respects copyright law and expects its Members to do the same. If you believe that any content on the Good Dog Platform infringes copyrights you own, please notify us in accordance with Section 21 below.
- Good Dog may charge fees to Buyers ("Vetting and Support Fees") in consideration for the use of the Good Dog Platform to purchase a dog.
- Any applicable Vetting and Support Fees (including any applicable Taxes) will be displayed to Buyers prior to a transaction. Good Dog reserves the right to change the Vetting and Support Fees at any time, and we will provide Members adequate notice of any fee changes before they become effective.
- You are responsible for paying any Vetting and Support Fees that you owe to Good Dog. The applicable Vetting and Support Fees are due and payable and collected by Good Dog. Except as otherwise provided on the Good Dog Platform, Vetting and Support Fees are non-refundable.
7. Terms Specific for Breeders
- When creating a Listing through the Good Dog Platform you must, (i) provide complete and accurate information about your Breeder Service (such as listing description), (ii) disclose any restrictions and requirements that apply and (iii) provide any other pertinent information requested by Good Dog. You are responsible for keeping your Listing information up-to-date.
- You are solely responsible for setting the prices (including any Taxes if applicable) for each of the dogs in your Listing ("List Price").
- Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the cancellation policy you have selected for your Listing.
- Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality, specifics, and condition of your Breeder Services. Good Dog reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
- The placement and ranking of Listings in search results on the Good Dog Platform may vary and depend on a variety of factors, such as Buyers’ search parameters and preferences, Breeder requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, and/or Reviews and Ratings.
- When you accept a purchase request by a Buyer, you are entering into a legally binding agreement with the Buyer and are required to provide your Breeder Service(s) to the Buyer as described in your Listing when the purchase request is accepted by you.
- If you choose to require a security deposit ("Security Deposit") for a dog, you must specify this in your Listing. If not specified in your Listing, you are not allowed to ask for a Security Deposit after a purchase request has been accepted or confirmed. Good Dog will use commercially reasonable efforts to address Breeders’ requests and claims related to Security Deposits, but Good Dog is not responsible for administering or accepting any claims by Breeders related to Security Deposits.
- You represent and warrant that any Listing you post and the purchase of a dog will (i) not breach any agreements you have entered into with any third parties, such as other Buyers, or other agreements, and (ii) comply with all applicable laws (such as USDA laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Breeder, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals acting on your behalf or as your agent.
- You represent and warrant that you, (i) understand and comply with all laws, rules and regulations that may apply to your Listing or Breeder Service(s), and (ii) will obtain any required licenses, permits, or registrations prior to providing your Breeder Service(s).
8. Terms Specific for Buyers
- You can inquire about a Listing available on the Good Dog Platform by following the respective inquiry process. Subject to meeting the requirements (such as, completing any applications, interviews, references, or other verification processes) set by the Breeder, you may purchase a dog in a Listing. All applicable fees, including the List Price, Vetting and Support Fees, Security Deposit (if applicable), and any applicable Taxes (collectively, "Total Fees") will be presented to you prior to completing your purchase. You agree to pay the Total Fees for any requested purchase in connection with your Account.
- Upon receipt of a purchase confirmation from Good Dog, a legally binding agreement is formed between you and your Breeder, subject to any additional terms and conditions of the Breeder that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing.
- If you purchase a dog on behalf of any other persons, you are required to ensure that every additional person meets any requirements set by the Breeder, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Breeder. If you are purchasing for another person who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only purchase a dog if sponsored and guaranteed by an adult who is responsible for them, and such adult shall be responsible for any dog(s) purchased.
9. Modifications, Cancellations and Refunds
- Breeders and Buyers are responsible for any modifications to a transaction that they make via the Good Dog Platform or direct Good Dog customer service to make ("Modifications"), and agree to pay any additional List Prices, Vetting and Support Fees, and/or Taxes associated with such Modifications.
- Buyers can cancel a confirmed purchase at any time subject to the Listing’s cancellation policy. Unless extenuating circumstances exist, any amounts due to the Breeder under the applicable cancellation policy will be remitted to the Breeder.
- If a Breeder cancels a confirmed purchase, the Buyer(s) will receive a full refund of the Total Fees for such purchase and Good Dog may publish an automated review on the Listing cancelled by the Breeder indicating that a transaction was cancelled. In addition, Good Dog may impose a cancellation fee, unless the Breeder has a valid reason for cancelling the transaction or has legitimate concerns about the Buyer’s behavior.
- In certain circumstances, Good Dog may decide, in its sole discretion, that it is necessary to cancel a confirmed purchase and make appropriate refund and payout decisions. This may be, among others, (i) where Good Dog believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Good Dog, other Members, third parties, or property, or (ii) for any of the reasons set out in these Terms.
10. Ratings and Reviews
- Within a certain timeframe after completing a transaction, Breeders and Buyers can leave a public review ("Review") and submit a star rating ("Rating") about each other. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of Good Dog. Ratings and Reviews are not verified by Good Dog for accuracy and may be incorrect or misleading.
- Ratings and Reviews by Breeders and Buyers must be fair, truthful, and factual and may not contain any offensive or defamatory language. Ratings and Reviews must comply with Good Dog’s policies. Good Dog reserves the right to remove any Ratings or Reviews for any reason at any time.
- Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party write a positive or negative Review about another Member.
11. Disputes between Members
- Members agree to cooperate with and assist Good Dog in good faith, and to provide Good Dog with such information and take such actions as may be reasonably requested by Good Dog, in connection with any complaints or claims made by Members relating to Listings, transactions, or Breeder Services. A Member shall, upon Good Dog's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by Good Dog or a third party selected by Good Dog or its insurer, with respect to losses for which a Member is requesting payment from another Member or from Good Dog.
- As a Breeder you are solely responsible for determining your obligations to report, collect, remit or include in your List Price any applicable VAT or other indirect sales taxes, income taxes, or other taxes ("Taxes").
- Tax regulations may require us to collect appropriate Tax information from Breeder, or to withhold Taxes from payouts to Breeder, or both. If a Breeder fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.
- You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where you are located may require Taxes to be collected from Buyers or Breeders on List Prices, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the List Prices set by Breeders.
13. Term and Termination, Suspension, and other Measures
- Subject to this Section, these Terms will remain in full force and effect while you use the Good Dog Platform.
- You may terminate this Agreement at any time by sending us an email. If you cancel your Good Dog Account as a Breeder, any confirmed purchases(s) for which dogs have not yet been delivered to Buyer(s) will be automatically cancelled and the respective Buyers will receive a full refund. If you cancel your Good Dog Account as a Buyer, any confirmed purchase(s) for which dogs have not yet been delivered to Buyer(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
- Without limiting our rights specified below, Good Dog may terminate this Agreement for convenience at any time by giving you notice via email to your registered email address.
- Good Dog may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under these Terms, our policies, or standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Good Dog believes in good faith that such action is reasonably necessary to protect the personal safety or property of Good Dog, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
- In addition, Good Dog may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, (ii) if you have breached these Terms, our policies or standards, applicable laws, regulations, or third party rights, (iii) if you have provided inaccurate, fraudulent, outdated or incomplete information during the Good Dog Account registration, Listing process or thereafter, (iv) if you and/or your Listings or Breeder Services at any time fail to meet any applicable quality or eligibility criteria, (v) if you have repeatedly received poor Ratings or Reviews or Good Dog otherwise becomes aware of or has received complaints about your performance or conduct, (vi) if you have repeatedly cancelled confirmed transactions or failed to respond to Buyers’ inquiries without a valid reason, or (vii) if Good Dog believes in good faith that such action is reasonably necessary to protect the personal safety or property of Good Dog, its Members, or third parties, or to prevent fraud or other illegal activity:
- refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
- cancel any pending or confirmed transactions;
- limit your access to, or use of, the Good Dog Platform;
- temporarily or permanently revoke any special status associated with your Good Dog Account; or
- temporarily or permanently suspend your Good Dog Account.
- In case of non-material breaches and where appropriate, in Good Dog’s sole discretion, you will be given notice of any intended measure by Good Dog and an opportunity to resolve the issue to Good Dog's sole satisfaction.
- If we take any of the measures described above (i) we may refund Buyers in full for any and all confirmed transactions that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed transactions that were cancelled.
- When this Agreement has been terminated, you are not entitled to a restoration of your Good Dog Account or any of your Member Content. If your access to, or use of, the Good Dog Platform has been limited or your Good Dog Account has been suspended or this Agreement has been terminated by us, you may not register a new Good Dog Account or access or use the Good Dog Platform through an Account of another Member.
- If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
If you choose to use the Good Dog Platform or Collective Content, you do so voluntarily and at your sole risk. The Good Dog Platform and the Collective Content is provided “as is”, without warranty of any kind, either express or implied. To the extent permitted by law, Good Dog DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
You agree that you have had whatever opportunity you deem necessary to investigate the Services, laws, rules, or regulations that may be applicable to your Listings and/or Breeder Services you are providing or receiving and that you are not relying upon any statement of law or fact made by Good Dog relating to a Listing.
If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
- You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to, and use of, the Good Dog Platform and Collective Content, your publishing of or purchasing through any Listing via the Good Dog Platform, your sale or purchase of a dog, or use of any other Breeder Service or any other interaction you have with other Members whether in person or online remains with you. Neither Good Dog nor any other party involved in creating, producing, or delivering the Good Dog Platform or Collective Content will be liable for any incidental, indirect, punitive, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Good Dog Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Good Dog Platform, or (iv) from your publishing of, or inquiring about, a Listing, including the provision or use of a Listing’s Breeder Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Good Dog has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Breeders pursuant to these Terms, in no event will Good Dog’s aggregate liability arising out of, or in connection with, these Terms and your use of the Good Dog Platform including, but not limited to, from your publishing of or purchasing through any Listings via the Good Dog Platform, or from the use of or inability to use the Good Dog Platform or Collective Content and in connection with any Breeder Service, or interactions with any other Members, exceed one hundred U.S. dollars (US$100). The limitations of damages set forth above are fundamental elements of the basis of the bargain between Good Dog and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Good Dog’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
- If you have a dispute with one or more Members, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
- You agree to release, defend (at Good Dog’s option), indemnify, and hold Good Dog and its affiliates and subsidiaries, and our and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, legal and accounting fees, arising out of, or in any way connected with, (i) your breach of these Terms or our policies or standards, (ii) your improper use of the Good Dog Platform or any Services, (iii) your interaction with any Member or purchase or sale of any dog through the Good Dog Platform, in each case, including, without limitation, any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with, or as a result of, such interaction or transaction, or (iv) your breach of any laws, regulations or third party rights.
18. Dispute Resolution and Arbitration Agreement
- This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Good Dog in the United States (to the extent not in conflict with Section 19).
- Overview of Dispute Resolution Process. Good Dog is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 18.1 applies: (i) an informal negotiation directly with Good Dog’s customer service team, and (ii) a binding arbitration administered by the American Arbitration Association ("AAA") using its specially designed Consumer Arbitration Rules (as modified by this Section 18). Specifically, the Consumer Arbitration Rules provide:
- Claims can be filed with AAA online (www.adr.org);
- Arbitrators must be neutral and no party may unilaterally select an arbitrator;
- Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
- Parties retain the right to seek relief in small claims court for certain claims, at their option;
- The initial filing fee for the consumer is capped at $200;
- The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents; and
- The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
- Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Good Dog each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact our customer service team by emailing us. If, after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
- Agreement to Arbitrate. You and Good Dog mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Good Dog Platform, the Breeder Services, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Good Dog agree that the arbitrator will decide that issue.
- Exceptions to Arbitration Agreement. You and Good Dog each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
- Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the "AAA Rules") then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the AAA Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings.
- Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
- Jury Trial Waiver. You and Good Dog acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
- No Class Actions or Representative Proceedings. You and Good Dog acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Good Dog both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
- Severability. Except as provided in Section 18.9, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
- Changes. Notwithstanding the provisions of Section 4 (“Modification of these Terms”), if Good Dog changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Good Dog’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Good Dog in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” Section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
- Survival. Except as provided in Section 18.10 and subject to Section 13.9, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the Good Dog Platform or terminate your Account.
19. Applicable Law and Jurisdiction
- You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Good Dog, except as otherwise stated in this Agreement.
- Unless you and Good Dog agree otherwise, in the event that the Arbitration Agreement above is found not to apply to you or to a particular claim or dispute, as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Good Dog must be resolved exclusively by a state or federal court located in New York County, New York. You and Good Dog agree to submit to the personal jurisdiction of the courts located within New York County, New York for the purpose of litigating all such claims or disputes.
- We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Good Dog Platform ("Feedback"). You may submit Feedback by emailing us, through the “Contact” section of the Good Dog Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
21. Copyright Policy
- Good Dog is committed to complying with U.S. copyright law and to respond to claims of copyright infringement. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of the Good Dog Platform who are repeat infringers of intellectual property rights, including copyrights. Good Dog will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c) ("DMCA").
Pursuant to the DMCA, notifications of claimed copyright infringement must be submitted in writing to our Designated Copyright Agent in the manner described below:
- By Mail:
Good Dog, Inc.
ATTN: Copyright Agent
6 W. 18th Street, 10th Floor
New York, NY 10011
1. By Email:
For your complaint to be valid under the DMCA, you must provide all of the following information when providing notice of the claimed copyright infringement:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of the infringing activity, and that is to be removed or access to which is to be disabled, as well as information reasonably sufficient to permit Good Dog to locate the material;
- Information reasonably sufficient to permit Good Dog to contact the copyright owner, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
For more details on the information required for valid notification, see 17 U.S.C. 512(c)(3).
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys’ fees.
22. General Provisions
- Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Good Dog and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Good Dog and you in relation to the access to and use of the Good Dog Platform.
- No joint venture, partnership, employment, or agency relationship exists between you and Good Dog as a result of this Agreement or your use of the Good Dog Platform.
- These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
- If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
- Good Dog’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
- You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Good Dog's prior written consent. Good Dog may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion. Your right to terminate this Agreement at any time remains unaffected.
- Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be in writing and given by Good Dog via email, the Good Dog Platform notification, or messaging service (including SMS). The date of receipt will be deemed the date on which Good Dog transmits the notice.
- If you have any questions about these Terms please email us or contact us at: Good Dog, Inc., Legal Department, 6 W. 18th Street, 10th Floor, New York, NY 10011.