Wag! Wellness Membership Agreement

Last Updated: November 24, 2021

Welcome to Wag! Wellness and Congratulations on purchasing your Wag! Wellness Plan! This Agreement governs the terms of your Plan. Please read it carefully as it details your rights and responsibilities under this Agreement.  Throughout this membership agreement, the words “You,” “Your,” and “Member” refer to the Wag! Wellness member who registered for a Wag! Wellness Plan via Our website. The words “We,” “Us,” and “Our” refer to the company providing this membership Plan, Wag! Wellness, or Our designated representative. The words “Plan” and “membership agreement” refer to your Wag! Wellness Plan.

1. The Wag! Wellness Plans Are Not Insurance

Firstly, and importantly, Wag! Wellness does not provide any insurance products and your Wag! Wellness Plan is not insurance. 

2. Coverage and Eligibility

We’ll reimburse You for covered expenses up to the benefit count and max amount outlined in Your Wag! Wellness Plan. Wag! Wellness only covers preventative or routine treatment for Your pet and can only reimburse for expenses incurred during Your membership period. All reimbursements are subject to confirmation and validation by Wag! Wellness. Coverage begins as soon as payment is processed. We will only reimburse expenses incurred after the official date and time of successful payment. For invoices originating on the same date of membership initiation, We require a time stamped invoice to verify the expense occurred after joining. Unless otherwise outlined, time of expense is based on the time the payment was processed.

3. Covered Services

Values listed below represent the maximum annual reimbursement per category. Coverage categories and amounts are subject to change. Coverage is displayed as the count (where applicable) / annual maximum.

4. ExclusionsCoverage is limited to preventative and routine care only and does not include any form of treatment for an accident, illness, or emergency.  We reserve the right to amend coverage under any category of coverage as needed at any time during the membership. 

We reserve the right to deny reimbursement for invoices deemed to be incomplete, fraudulent, or originating from an unlicensed vendor. The following items and services are explicitly not included in this Agreement and will not be reimbursed by Wag! Wellness:

(a) Services and/or products distributed or administered by nonlicensed individuals. Qualification is subject to confirmation and approval by Wag! Wellness.

(b) Services, including office visits and consultations, rendered by specialists to whom the pet is referred.

(c) Any treatment covered by insurance policies, including accident, illness, emergency, and end-of-life care.

(d) Any expense not directly related to products or services under this Agreement, including, but not limited to, taxes, discounts, record access, waste disposal, copying, bank fees, credit fees, or membership fees for other wellness Plans.

(e) Services or products received or purchased prior to the receipt of payment for your Wag! Wellness Plan.

(f) Any service or product not specifically covered by this Agreement.

(g) Any service or product for which the documentation does not specify both the pet name AND Member name that match the pet name and Member name provided to us.

(h) Any service or product for which We are not provided a receipt showing proof of payment to a reputable and recognized firm or business by the Member.

(i) Any service or product purchased from a company or veterinary surgeon outside of the USA.

(j) Any request where the documentation date is over 60 days prior to the request date.

(k) Any request that is submitted more than 30 days past the end of the coverage period.

5. Reimbursement Procedures

(1) Fill out and submit the Reimbursement Form.  You will be able to upload the invoice, receipt, or other proof-of-payment or documentation within the form.  Your documentation must include: the provider’s name, phone number, and address, your pet’s name, discounts, taxes, the total amount billed to your card or paid, and proof of payment.  Do not edit your documentation; it should include all products and services billed, including those items for which you are not seeking reimbursement.

(2) You will need to provide your Paypal information, which can be done on the Reimbursement Form.  Your PayPal information is necessary for us to process reimbursements.  NOTE: We can only provide reimbursements via PayPal.  We cannot reimburse you if you do not have a PayPal account or fail to provide this information.  You are responsible for ensuring that Your account information is accurate and up to date.

(3) We’ll process and reimburse your covered expenses to your PayPal account within 1 business day.

Your expense documentation should conform to the following guidelines:

• It must be printed on letterhead or otherwise verifiable as from a legitimate business;
• Documentation from “quick pay” apps, such as Square, must include the itemized list of expenditures, the total amount, the tip, taxes, and the authorization number at the bottom of the receipt.
• We do not accept handwritten receipts.

To ensure that Your request is processed speedily and accurately, You must cooperate with Us in the investigation of any request, which may include providing additional information for a specific provider or proof of payment. Failure to provide full cooperation may result in the denial of a reimbursement request.

Wag! Wellness reserves the right to deny any reimbursement requests deemed to be fraudulent, without explanation.  Wag! Wellness may also share any information related to such activity with the appropriate regulatory authority or law enforcement.

6. Transfers

This Agreement and the goods and services provided under it are not transferable to another pet or assignable to another person. This Agreement applies only to the pet enrolled at signup, while owned by You. Wag! Wellness Plans are not insurance. Plan coverage includes only the listed items, up to the corresponding annual maximums.

7. Payment

Payments are made in monthly installments. You are responsible for ensuring that Your billing and account information are accurate and stay current.

8. Automatic Renewal

This agreement is effective following the processing of your payment and will automatically renew on the anniversary of that date in each succeeding year unless cancelled as described in Section 11 below. If Plan prices change, Your Plan will be renewed at the price listed at the time of Your renewal.  We will provide no less than 30 days written notice prior to Your renewal date if the price of your Plan has increased.

9. Estimated Savings

You acknowledge and understand that advertised savings under the Plan assume utilization of all services included in the Plan and that actual savings may vary.

10. Plan Upgrades and Downgrades

You may upgrade or downgrade the level of your current Plan upon renewal of Your membership. Upgrades or downgrades will not begin until the first day of the next 12-month term. The new Plan will have a new start date and will be in effect for a new 12-month term, with automatic renewals on the anniversary of the new start date. Upgrading or downgrading the Plan will change Member’s monthly payment amounts and services included. You can handle all of this within your Wag! Wellness dashboard.

11. Cancellation

Either You or Wag! Wellness may terminate this Agreement at any time, for any reason, including, but not limited to, suspected fraudulent activity. Because We bake in significant discounts to your monthly membership, cancellation mid-term may result in a cancellation fee. In the event that You owe cancellation fees, such monies shall be paid in full at the time of cancellation. In the event We owe you monies after cancellation (in other words, if We owe you a reimbursement), such monies will be paid within 6 to 8 weeks. To cancel this Agreement, You must submit a cancellation request in writing to wellness@wagwalking.com.

Here is how your cancellation fee is calculated:

1.     If You have not made any reimbursement requests – No cancellations fees. 

2.     If You have made a reimbursement request and You are making monthly payments – The cancellation fee is equal to the LESSER of the amount paid in reimbursements or the balance left to pay on your Plan.

a.     Example: You have made one $20 request for reimbursement and You still need to pay a total of $100 in monthly fees on your Plan. As $20 is less than the remaining unpaid balance on your Plan, your cancellation fee would be $20.

b.     Example: You have made reimbursement requests worth $400 and You still need to pay a total of $100 in monthly fees on your Plan. As $400 is more than the remaining unpaid balance on your Plan, your cancellation fee would be equal to the unpaid balance of $100.

Note: If Your pet passes away and you send Us a copy of the death certificate or other proof from your vet, We will IMMEDIATELY cancel Your Plan and You will NOT be charged a cancellation fee.  If You made a monthly payment between the date listed on the death certificate and date we receive the copy, We will refund you for a maximum of one monthly payment.  You must notify Us within 60 days of Your pet’s passing. If We receive the documentation more than 60 days after Your pet’s passing, You will not be entitled to any refund of payments made in the interim period.  We will still cancel Your plan immediately and without charging a cancellation fee.

12. Refunds

Except as provided herein, monthly Plan payments are not refundable for any reason.

13. Default

If You fail to pay any monthly installment by its due date, Wag! Wellness may immediately suspend Plan services and reimbursements until You reinstate the Plan by paying all monthly fees due and owing at the time of payment. However, if any monthly installment is past due for 30 days or more, Wag! Wellness may immediately cancel this Agreement, declare all remaining monthly installments for the then-current Plan Year to be immediately due and payable, discontinue Plan services, and refer Your account to a third-party collection agency.

Collection activity may negatively impact Your credit rating and may result in collection fees that will be payable by You. If your account is cancelled under this section, We may nevertheless permit You to start a new Plan.  If so, You will start a new 12-month Plan at the then current rate.

14. Collection Costs

Whether or not a legal action is commenced, You agree to pay and reimburse Wag! Wellness for any and all fees and costs of any collection agency which may be based on a percentage of the debt (up to the maximum percentage of 33%), and all fees, costs, and expenses, including reasonable attorney's fees, incurred by Wag! Wellness in such collection efforts. In each case such amounts may be added to the debt owing when the account is placed into collections.

15. Your Consent to Receive Calls, Text Messages, Emails, and Other Communications

You expressly consent to receive and accept communications from Wag! Wellness, Our Affiliates (as defined below), and their respective representatives, including via e-mail, telephone calls, text messages (including by an automatic telephone dialing system or a prerecorded voice), push notifications, or other comparable means at any of the e-mail addresses and/or telephone numbers provided by you or on your behalf to Wag! Wellness.  You agree that the foregoing authorized communications may be initiated for any transactional, customer service, advertising, marketing, promotional, debt collection, account administration, or other purposes.  YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PRERECORDED OR AUTODIALED PROMOTIONAL, ADVERTISING, OR MARKETING (COLLECTIVELY, “MARKETING”) CALLS OR TEXT MESSAGES AS A CONDITION OF PURCHASING ANY PROPERTY, GOODS, OR SERVICES.  IF YOU WISH TO OPT OUT OF MARKETING CALLS, EMAILS, OR TEXT MESSAGES FROM US, YOU AGREE TO OPT OUT BY FOLLOWING ANY UNSUBSCRIBE INSTRUCTIONS PROVIDED TO YOU IN THOSE COMMUNICATIONS OR BY CONTACTING US AT WAGSUPPORT@WAGWALKING.COM. If you receive a marketing call from Wag! Wellness, you also may opt-out of receiving future marketing calls by communicating a do-not-call request to Our representative before you hang up. You agree that Wag! and Our Affiliates and representatives will not be responsible for honoring opt-out requests communicated through other channels.  If you wish to register an account with Wag! Wellness without agreeing to receive autodialed or prerecorded marketing calls or text messages from Us and Our Affiliates, contact Us for assistance at wagsupport@wagwalking.com. Standard text messaging and data charges charged by your wireless service carrier will apply to text messages We may send.  You represent and warrant that you are authorized to approve the receipt of calls and text messages at any telephone number you provide to Us in connection with your account or your use of Our Services and to approve any related carrier charges.  PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING COMMUNICATIONS, WAG! WELNESS MAY STILL SEND YOU COMMUNICATIONS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN YOU, WAG! WELLNESS, AND/OR OTHER RELEVANT THIRD PARTIES, INCLUDING THE SERVICES FOR WHICH YOU SEEK REIMBURSEMENT.  YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING TEXT MESSAGES OR OTHER COMMUNICATIONS MAY IMPACT YOUR USE OF THE SERVICES.

16. Mutual Arbitration Provision

(a.) You and Wag! Wellness agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall apply to any and all claims arising out of or relating to this Agreement, Your Plan, Plan payments, requests for reimbursements, the termination of this Agreement, Your receipt of communications (including without limitation, calls and text messages) from Us, Your application for Plan membership, and all other aspects of Your relationship with Us, past, present or future, whether arising under federal, state or local statutory and/or common law, including, without limitation, harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents),  Fair Credit Reporting Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), or state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to Your relationship or the termination of that relationship with Us. You and Wag! Wellness expressly agree that this Mutual Arbitration Provision shall be governed by the FAA even in the event Your and/or Wag! Wellness are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. In the event, but only in the event, the arbitrator determines the FAA does not apply, the state law governing arbitration agreements in the state listed in your Plan account shall apply. The Parties acknowledge and agree to waive the right to a trial by jury for any claim(s) within the scope of this Mutual Arbitration Provision.

(b.) Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, scope, enforceability, or formation of this Mutual Arbitration Provision. However, as stated in Paragraphs (d) and (e) below, the preceding sentence shall not apply to the Arbitration Class Action Waiver and Arbitration Representative Action Waiver. Specifically, but without limitation, only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any disputes or controversies regarding or arising out of the applicability of the Terms of Service, this Agreement, and/or any other concurrent agreements, to any particular claim or dispute, consistent with the AAA’s Commercial Arbitration Rule R-7 or the ADR Services Arbitration Rule 8.

(c.) Prior to initiating arbitration, You and Wag! Wellness mutually agree to first engage in an informal, good-faith effort to negotiate an amicable resolution to any disputes or claims. This effort must be conducted directly between the parties, via telephone, video conference, or similar medium. If either Party is represented by counsel, that Party’s counsel may participate in the process, but the Party also must appear at and fully participate. The Party initiating the claim must give notice to the other Party in writing of their intent to initiate an informal dispute resolution process, which shall occur within 60 days after the other Party receives such notice, unless the Parties mutually agree to an extension. Nothing in either this Mutual Arbitration Provision specifically or this Agreement generally shall prohibit the Parties from engaging in informal communications to resolve the initiating Party’s claims. Engaging in this informal dispute resolution process is a condition precedent that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the required informal dispute resolution process. If either Party still wishes to initiate arbitration after completing the informal process, the initiating Party must notify the other Party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the Party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by You must be delivered to Arbitration Demand, 548 Market St., PMB 95364, San Francisco, California 94104-5401 and legal@wagwalking.com.

(d.) Arbitration Class Action Waiver: You and Wag! Wellness mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action and/or collective action and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective claims, or to award relief to anyone but the individual in arbitration (“Arbitration Class Action Waiver”). In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Arbitration Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Class Action Waiver that is enforceable shall be enforced in arbitration. Notwithstanding any other clause contained in this Agreement or the AAA Rules, as defined below, any claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void or voidable must be determined by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.

(e.) Arbitration Representative Action Waiver: You and Wag! Wellness mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a representative action—including but not limited to actions brought pursuant to the Private Attorneys General Act (“PAGA”), California Labor Code section 2698 et seq. and similar laws, and any request seeking a public injunction—and an arbitrator shall not have any authority to hear or arbitrate any representative claims, or to award relief to anyone but the individual in arbitration (“Arbitration Representative Action Waiver”). In any case in which (1) the dispute is filed as a representative action and (2) there is a final judicial determination that all or part of the Arbitration Representative Action Waiver is unenforceable, the representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Representative Action Waiver that is enforceable shall be enforced in arbitration. Notwithstanding any other clause contained in this Agreement, the AAA Rules, or the ADR Services Rules, as defined below, any claim that all or part of this Arbitration Representative Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.

(f.) If you are not a California resident, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”). The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.google.com or by asking Us to provide a copy. In the event of any conflict between the AAA Rules and this Mutual Arbitration Provision, this Mutual Arbitration Provision shall apply. The exceptions to the AAA Rules will be as follows: (i) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The Arbitrator shall be an attorney or retired judge with experience in the law underlying the dispute. (ii) If the Parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 45 miles of the address listed in Your Plan account. (iii) In the event that Wag! Wellness and You have agreed to this Mutual Arbitration Provision, Wag! Wellness and You shall equally share the responsibility to pay filing fees, except that the amount of Your share of the filing fee shall not exceed the amount that would be paid for You to initiate the claim in a court of competent jurisdiction in the state listed in Your Plan account. Wag! Wellness and You shall equally share the responsibility to pay administrative fees and other similar and usual administrative costs, as are common to both court and arbitration proceedings, unless applicable law provides otherwise, in which case You shall only be responsible for administrative fees and costs to the maximum extent permitted by law. We shall pay any costs uniquely associated with arbitration, such as payment of the Arbitrator’s fees. We shall pay any room rental costs, if necessary. You shall not be required to bear any type of expense that You would not be required to bear if You had pursued the claim in court. The Parties shall each pay their own attorneys’ fees, except that the Arbitrator may award reasonable attorneys’ fees to the prevailing party to the extent permitted by law. (iv) The Arbitrator may issue orders (including subpoenas to third parties) allowing the Parties to conduct discovery sufficient to allow each Party to prepare that Party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. If a claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the Parties submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If a claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. (v) Except as provided in the Arbitration Class Action Waiver and Arbitration Representative Action Waiver, the Arbitrator may award all remedies to which a Party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator may only award injunctive relief in favor of the individual party seeking such relief, and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator may not award relief on collective, class, or representative basis. The Arbitrator shall not consolidate multiple claims or otherwise engage in class, collective, or representative arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable. (vi) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions. (vii) The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law. (viii) The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the Parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing. (ix) Either Party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the Mutual Arbitration Provision may be rendered ineffectual.

(h.) If You are a California resident, any arbitration shall be governed by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules (the “ADR Services Rules”) in effect at the time the arbitration demand is made. The ADR Services Rules are available at: https://www.adrservices.com/services/arbitration-rules/, or by searching for “ADR Services Arbitration Rules” using a service such as www.google.com or by asking Us to provide a copy. In the event of any conflict between the ADR Services Rules and this Mutual Arbitration Provision, this Mutual Arbitration Provision shall apply. The exceptions to the ADR Services Rules will be as follows: (i) The arbitration shall be heard by one arbitrator selected in accordance with the ADR Services Rules. (ii) If the Parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within the California county of the address listed in Your Plan account. (iii) In the event that Wag! Wellness and You have agreed to this Mutual Arbitration Provision, Wag! Wellness and You shall equally share the responsibility to pay filing fees, except that the amount of Your share of the filing fee shall not exceed the amount that would be paid for You to initiate the claim in a court of competent jurisdiction in California. Wag! Wellness and You shall equally share the responsibility to pay administrative fees and other similar and usual administrative costs, as are common to both court and arbitration proceedings, unless applicable law provides otherwise, in which case You shall only be responsible for administrative fees and costs to the maximum extent permitted by law. We shall pay any costs uniquely associated with arbitration, such as payment of the Arbitrator’s fees. We shall pay any room rental costs, if necessary. You shall not be required to bear any type of expense that You would not be required to bear if You had pursued the claim in court. The Parties shall each pay their own attorneys’ fees, except that the Arbitrator may award reasonable attorneys’ fees to the prevailing party to the extent permitted by law. (iv) The Arbitrator may issue orders (including subpoenas to third parties) allowing the Parties to conduct discovery sufficient to allow each Party to prepare that Party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. If a claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the Parties submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If a claim exceeds $10,000, the right to a hearing will be determined by the Arbitrator in accordance with the ADR Services Rules. (v) Except as provided in the Arbitration Class Action Waiver and Arbitration Representative Action Waiver, the Arbitrator may award all remedies to which a Party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator may only award injunctive relief in favor of the individual party seeking such relief, and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator may not award relief on collective, class, or representative basis. The Arbitrator shall not consolidate multiple claims or otherwise engage in class, collective, or representative arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable. (vi) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions. (vii) The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law. (viii) The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the Parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing. (ix) Either You or Wag! Wellness may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the Mutual Arbitration Provision may be rendered ineffectual.

(i.) Nothing in this Mutual Arbitration Provision prevents You from making a report to or filing a claim or charge with the U.S. Securities and Exchange Commission, or Office of Federal Contract Compliance Programs. Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a Party from satisfying any conditions precedent and/or exhausting any required administrative remedies under applicable law before bringing a claim in arbitration.  Disputes between the Parties that may not be subject to predispute arbitration agreement, including as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.

(k.) YOUR RIGHT TO OPT OUT OF ARBITRATION PROVISION: Arbitration is not a mandatory condition of Your contractual relationship with Us, and therefore You may submit a statement notifying Us that You wish to opt out and not be subject to this Mutual Arbitration Provision. In order to opt out, You must notify Us in writing of Your intention to opt out by sending an email to Us at optout@wagwalking.com. The email must state Your intention to opt out. In order to be effective, Your opt out email must be sent within 30 days of the effective date of this Agreement. The email must be sent by You yourself, and not by any agent or representative of yours. The email may opt out, at most, only Your, and emails that purport to opt out anyone else will not be effective as to anyone. You, or your agent or representative, may not effectuate an opt out on behalf of anyone else. If You opt out as provided in this paragraph, You will not be subject to any adverse action from Us as a consequence of that decision, and You may pursue available legal remedies without regard to this Mutual Arbitration Provision. A timely opt out of the Mutual Arbitration Provision in this Agreement will also apply to the Arbitration Agreement in the Terms of Service, provided that the opt out would be timely under the terms of the Terms of Service as well. If You do not opt out within 30 days of the effective date of this Agreement, You and Wag! Wellness shall be deemed to have agreed to this Mutual Arbitration Provision. You have the right to consult with counsel of Your choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).

(l.) This Mutual Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

(m.) Notwithstanding any provision in this Agreement to the contrary, You agree that if We makes any future material change to this Mutual Arbitration Provision, you may reject that change within thirty (30) days of such change becoming effective by emailing Us a notice of your rejection to optout@wagwalking.com. Your rejection of any such changes shall not affect the enforceability of any prior version of this Mutual Arbitration Provision, or of any other agreement to arbitrate, that you previously entered into with Us.

17. Litigation Class Action Waiver

To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section 16, You agree that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because You opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and You agree not to seek to have any controversy, claim or dispute heard as a class and/or collective action (“Litigation Class Action Waiver”). You further agree that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.

18. Litigation Representative Action Waiver

To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section 16, You agree that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because You opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and You agree not to seek to have any controversy, claim or dispute heard as a representative action or in any proceeding in which You act or propose to act in a representative capacity for anyone besides Yourself (“Litigation Representative Action Waiver”). You further agree that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Representative Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.

20. Miscellaneous

(a.) Under no circumstances will Wag! Wellness be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

(b.) This Agreement will be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any conflict of laws rules or provisions. The division of this Agreement into sections, clauses, paragraphs or subdivisions thereof, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation hereof. In the event the Arbitration Agreement above is found not to apply to you or a particular claim or dispute, you agree that any action of whatever nature arising from or relating to this Agreement will be filed only in the state or federal courts located in Santa Clara County, California. You and the Company consent and submit to the personal jurisdiction of such courts for the purposes of any such action. 

(c.) This Agreement sets forth the entire understanding between the Parties as to the subject matter of this Agreement and supersedes all prior discussions, negotiations, letters of understanding or other promises, whether oral or written as to the subject matter of this Agreement.  No amendment or modification of this Agreement shall be valid unless made in writing and assented to by both Parties (including by electronic acceptance), or otherwise provided for in this Agreement. No waiver of this Agreement (or the rights and obligations under it) shall be valid unless made in writing and signed by the Party to be charged, unless otherwise provided for in this Agreement.

(d.) Section 16 (“Mutual Arbitration Provision”), Section 17 (“Litigation Class Action Waiver”), and Section 18 (“Litigation Representative Action Waiver”) of this Agreement will survive the termination of this Agreement.

(e.) This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. An electronic signature (i.e., an electronic sound, symbol, or process attached or associated with a contract or record and executed or adopted by a person with the intent to sign a record) will be treated as a handwritten signature under federal and state law and shall have the same legal effect as the original. Delivery of this Agreement via electronic (i.e., PDF form) or facsimile transmission shall be deemed equivalent to physical delivery of this Agreement.

(f.) If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable and will not affect the enforceability of any other provisions.  The failure by us to enforce any right or provision of this Agreement will not be deemed a waiver and will not prevent Us from enforcing such right or provision in the future.

(g.) We may freely assign our rights and obligations under this Agreement, including in connection with a merger, acquisition, reorganization, sale of assets or equity, or by operation of law.  You may not assign any rights or obligations under this Agreement without the prior written consent of the Company and any purported assignment in violation of this provision shall be null and void.