Consumer Terms of Service

These Terms of Service were last updated on February 10, 2022.

These Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) between you and Tuffy’s Pet Foods, Inc. (a Minnesota corporation), our parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Merchant,” “We,” “Us,” or “Our”) concerning your use of the Ecosystem, as defined below. By signing into, creating an account on, or otherwise using the Ecosystem, you acknowledge that you understand and agree to these Terms.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE, CONTINUE TO USE OR ACCESS OR CONTINUE TO ACCESS THE ECOSYSTEM.

IMPORTANT: THESE TERMS CONTAIN MANDATORY DISPUTE RESOLUTION PROVISIONS (SEE SECTION 24 BELOW). THAT SECTION, WITH LIMITED EXCEPTIONS, REQUIRES COMPLIANCE WITH THE DISPUTE RESOLUTION PROVISIONS THEREIN INCLUDING BUT NOT LIMITED TO SUBMISSION OF CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. THIS MEANS THAT, WITH LIMITED EXCEPTIONS, EACH PARTY IS GIVING UP THE RIGHT TO SUE IN COURT OR IN A CLASS ACTION OF ANY KIND. IN ARBITRATION, THERE IS NO JURY, LESS DISCOVERY AND LESS APPELLATE REVIEW THAN IN COURT.

You also agree to any additional terms applicable to Our related programs in which you elect to participate and to Our Privacy Policy Statement which is incorporated herein by reference.

1. DEFINITIONS

  1. The “Ecosystem” includes but is not limited to one or more digital platforms, systems, and sets of applications (the “App”) which We operate under license from GoVi, a Wyoming corporation (“GoVi”), along with the App’s mobile and web versions, the iOS and Android applications, and any sites, platforms, services, software, and/or entities We now or may in the future own and/or operate under license from or in partnership with GoVi. We, and no other person or entity, are solely responsible to you for the design, infrastructure, content, features and/or functionality of the Ecosystem and for pricing, availability, quality, and/or delivery of all involved goods, services, Rewards, or offers.

  2. “Use” or “Using” means accessing the Ecosystem by any person or entity for any purpose.

  3. “Transacting,” “Transact” and linguistic derivations thereof mean any process in which you interact with Us by using the Ecosystem in order to receive goods, services, Rewards, or offers from Us in consideration of you spending money or any other asset, tangible or intangible, whether digital or otherwise, or redeeming a Reward or offer.

  4. “Rewards” are tangible or intangible things of value offered as incentives to Customers through the Ecosystem including but not limited to coupons, store credit, and/or digital currency.

2. OWNERSHIP, LICENSE, AND ACCESS TO THE ECOSYSTEM

The Ecosystem, and all of its infrastructure and content are owned by GoVi and operated by Us as a licensee. Subject to your compliance with these Terms and/or any other applicable terms and conditions, We grant you a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and make personal, non-commercial use of the Ecosystem. This license does not include any resale or commercial use of the Ecosystem.

You further agree that you have no right or entitlement to download, copy, reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, resell or otherwise exploit any content or anything else derived from or through the Ecosystem without Our prior express written permission and that rights not expressly granted to you in these Terms are reserved and retained by Us and/or Our licensor(s) and/or other rights holders. Although you are granted the right to access and use the Ecosystem in accordance with these terms, We and/or Our licensor(s) and/or other rights holders retain all intellectual property rights in the Ecosystem.

We may restrict, suspend or revoke your license to use the Ecosystem at any time, with or without cause, and with or without notice to you.

3. USE OF THE ECOSYSTEM

As a condition of your use of the Ecosystem, you agree that:

  1. You and anyone on whose behalf you access the Ecosystem have reached the age of majority pursuant to the laws of the applicable state, province or other jurisdiction. If you are a parent or legal guardian and you allow your child(ren) or ward(s) access to the Ecosystem, then these Terms apply to you and you are responsible for such access to and activities on the Ecosystem.
  2. You have the capacity, competency, and ability to enter into a binding legal obligation;
  3. There is no applicable legal or equitable bar, prohibition, impediment, or restriction to your receipt of goods, services, Rewards and/or offers via the Ecosystem;
  4. You will not use or attempt to use or access the Ecosystem with crawlers, robots, data mining, extraction tools or any other similar functionality, method or means;
  5. You will never use the Ecosystem in any way violative of or noncompliant with these Terms and/or any other applicable terms and conditions;
  6. You will only conduct Transactions and use or access the Ecosystem in a manner that complies with the present letter and spirit of these Terms and as they may be updated or modified;
  7. You will only conduct Transactions for your own personal use, benefit, and enjoyment or as a gift for another person, and not for any commercial purpose;
  8. You have the right to provide any and all information and material you submit to the Ecosystem, and any such information or material submitted to the Ecosystem is true, accurate, and current;
  9. When any information or material submitted by you to the Ecosystem becomes untrue, inaccurate, or outdated, you will promptly provide updated and correct information to the Ecosystem;
  10. Your failure to promptly provide updated and corrected information to the Ecosystem entitles Us to restrict, suspend or terminate your use of or access to the Ecosystem;
  11. You will only conduct Transactions or participate in available programs through or in association with the Ecosystem by creating an account within the Ecosystem or by agreeing to have an account within the Ecosystem created for you, and any such Transaction or participation will be subject to all of these Terms;
  12. You understand and agree that We may discontinue Our operation of the Ecosystem at any time. In the event that such operation ends, any Rewards you may have earned may become null and void and may not be redeemable for any goods, services, or any other tangible or intangible thing of value.
  13. It is Our sole responsibility to distribute any Rewards or to honor any offer We make or have made via the Ecosystem. Specifically, and without limitation, GoVi shall have no responsibility for the distribution of any Reward or the honoring of any such offers.
  14. We retain the right, at Our sole discretion, to deny service or use of the Ecosystem or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the Ecosystem and your account accessible, the Ecosystem and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, Ecosystem access or access to your account due to circumstances both within Our control (e.g., routine maintenance, actions taken for violations of these Terms, etc.) and outside of Our control.
  15. You agree that, by entering your email address into any part of the Ecosystem, you may receive personalized, frequent messages from Us and/or others. You may unsubscribe to these messages at any time.
  16. You understand and agree that We and/or GoVi will collect, aggregate, analyze, and disseminate data concerning your participation in and use of the Ecosystem.
  17. You agree that GoVi is an intended third party beneficiary of these Terms, including but not limited to the Disclaimer of Warranties provisions of Section 15, the Limitation of Liability and Damages provisions of Section 16, the Indemnification/Release provisions of Section 19, the Jurisdiction, Venue and Choice of Law provisions of Section 23, and the Dispute Resolution provisions of Section 24.

4. MODIFICATION

We may update or modify these Terms and/or any other applicable terms and conditions at any time in Our sole discretion, which will be effective at the time of each update or modification. No update or modification will be applicable to Transactions completed prior to an update or modification. You agree that it is your sole responsibility to maintain current knowledge and understanding of these Terms and to regularly and frequently visit the Consumer Terms of Service page of the App to determine whether any of these Terms have been updated or modified. If you do not agree to any such update or modification, you may close your account; you should not use the Ecosystem or any services offered through or in association with the Ecosystem if you do not agree with an update or modification. By continuing to use the Ecosystem after posting of updates or modifications to the App, you agree to any such updates or modifications.

5. YOUR ACCOUNT

You may only create and hold one account within the Ecosystem, which is solely for your personal use as a consumer, and must register using valid payment information. In the event of a problem with your selected payment method, We may charge any other valid payment method associated with your account. You are responsible for updating and correcting information you have submitted to create or maintain your account. As part of your account settings, you have the option to: (a) save, edit or delete your personal information, including, without limitation, a valid credit card; and (b) opt-out of persistent login. You understand and agree that We shall have no responsibility for any incident arising out of, or related to, your account settings. You are responsible for the confidentiality of your account and must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. You are responsible for restricting access to your account and you assume sole responsibility for all activities that occur under your account and password. We will assume that anyone using the Ecosystem or Transacting through your account is you. You agree to immediately notify Us of any unauthorized or suspected unauthorized use of your account or any other breach of security.

The Ecosystem may permit you to conduct Transactions without an account or without logging in to your account. If you conduct a Transaction in this manner, We may create an account for you based on the information provided to Us in connection with the Transaction (e.g., your name, address, e-mail address, and other Transaction information).

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms of Service, including, but not limited to, failure to maintain updated and correct information about your account (e.g., valid credit card information) will cause your account to fall out of good standing and We may suspend or terminate your account in Our sole discretion. If your account is suspended or terminated, you may forfeit any pending, current or future Rewards and any other forms of unredeemed value in your account. Upon suspension or termination, the provisions of these Terms of Service that are by their nature intended to survive suspension or termination (e.g., any disclaimers, all limitations of liability, all indemnities and the Dispute Resolution provisions of Section 24) shall survive. We also reserve the right to change or discontinue any aspect or feature of Our services or the Ecosystem, including, without limitation, requirements for use.

6. YOUR CONDUCT

All of your interactions with the Ecosystem must comply with these Terms of Service. To the extent your conduct, in Our sole discretion, restricts or inhibits any other user from using or enjoying any part of the Ecosystem, We may restrict, suspend or terminate your access to and use of the Ecosystem and impose other remedies, including forfeiture of any forms of unredeemed value in your account.

THE FOLLOWING ACTIVITIES ARE PROHIBITED WITHIN THE ECOSYSTEM AND CONSTITUTE VIOLATIONS OF THESE TERMS OF SERVICE:

6.1. Submitting any content to the Ecosystem that:

  1. Violates applicable laws (including but not limited to intellectual property laws, laws relating to rights of privacy and rights of publicity and laws related to defamation);
  2. Contains personal information, except when We expressly ask you to provide such information;
  3. Contains viruses or malware;
  4. Offers unauthorized downloads of any copyrighted, confidential or private information;
  5. Has the effect of impersonating anyone;
  6. Contains messages by any of Our non-spokesperson employees or agents purporting to speak on Our behalf or which provides confidential information concerning Us;
  7. Contains chain letters of any kind;
  8. Is inaccurate or misleading, fraudulent, or which falsifies information in connection with your account or to create multiple accounts; or
  9. Is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

6.2. Attempting to do or actually doing any of the following:

  1. Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
  2. Scanning or monitoring the Ecosystem for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data;
  3. Scanning or testing the security or configuration of the Ecosystem or breaching security or authentication measures; or
  4. Interfering with service to any Ecosystem user in any manner, including, without limitation, by means of submitting a virus to the Ecosystem or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Ecosystem.

6.3. Using any of the following:

  1. Frames, framing techniques or framing technology to enclose any content included within the Ecosystem without Our express written permission;
  2. Any Ecosystem content, including without limitation User Content (defined below), in any meta tags or any other “hidden text” techniques or technologies without Our express written permission;
  3. The Ecosystem or any of its contents to advertise or solicit, for any purpose including but not limited to commercial, political, or religious purposes, or to compete, directly or indirectly, with Us; or
  4. The Ecosystem or any of its resources to solicit consumers or other third-parties to become users of other online or offline services directly or indirectly competitive or potentially competitive with Us, including, without limitation, aggregating current or previously offered deals.

6.4. Collecting any of the following:

  1. Content from the Ecosystem, including, without limitation, in connection with current or previously offered deals, and communicating such content to consumers in any manner that diverts traffic from the Ecosystem without Our express written permission; or
  2. Personal Information (defined in Our Privacy Policy Statement), User Content (defined in Section 12 below) or content of any Ecosystem consumers or users .

6.5. Engaging in any of the following:

  1. Tampering or interfering with the proper functioning of any part, page or area of the Ecosystem or any functions or services We provide;
  2. Taking any action that places excessive demand on Our services or imposes, or may impose, an unreasonable or disproportionately large load on Our servers or other portion of Our infrastructure (as determined in Our sole discretion);
  3. Reselling or repurposing your access to the Ecosystem or any Transactions you have conducted;
  4. Exceeding or attempting to exceed quantity limits when Transacting with Us or participating in any of Our offerings, or otherwise using your account in order to receive products, Rewards, or any other type of offering for resale or for speculative, false, fraudulent or any other purpose not expressly permitted by these Terms of Service and the terms of a specific offer on or in association with the Ecosystem in any capacity;
  5. Accessing, monitoring or copying any content from the Ecosystem using any “data mining,” “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without Our express written permission;
  6. Violating the restrictions in any robot exclusion headers within the Ecosystem or bypassing or circumventing other measures employed to prevent or limit access to the Ecosystem;
  7. Aggregating any current or previously-offered deals or content or other information from the Ecosystem (whether using links or other technical means or physical records associated with Transactions) with material from other sites or platforms or on a secondary site or platform without Our express written permission;
  8. Deep-linking to any portion of the Ecosystem (including, without limitation, the Transaction path for any Reward or other type of offering) without Our express written permission;
  9. Hyperlinking to the Ecosystem from any website, application, platform, or any other kind of digital medium without Our initial and ongoing consent; or
  10. Acting illegally or maliciously against Our business interests, reputation or Our services.
  11. Modifying, disassembling, reverse compiling, or reverse engineering any part of the Ecosystem.

7. YOUR PRIVACY

We take the privacy of your personal data seriously. We encourage you to carefully review Our Privacy Policy Statement for important disclosures about ways that We may collect, use, and share personal data and your choices. Our Privacy Policy Statement is specifically incorporated by reference into these Terms of Service.

8. ADDITIONAL PROGRAMS

By participating in any services we currently offer or may offer in the future (“Additional Programs”), you agree to these Terms of Service and any additional Terms of Service that may apply for Additional Programs.

9. USER TRANSACTIONS

You agree that you are fully responsible for all Transactions made through use of the Ecosystem. You agree that you will be responsible for any sales, use, value-added or import taxes, custom duties, or similar taxes assessed in accordance with applicable law. You agree to allow us to charge you through your identified payment information for all Transactions made through the Ecosystem. You agree that all Transactions conducted through or in association with the Ecosystem in any capacity are final. You agree that we may record information on your Transactions, including but not limited to keeping a detailed Transaction history involving date and time, location, purchase amount, payment method, and any other identifying information, and that all information is Our sole property which We may share with others, including but not limited to GoVi. You agree that you are solely responsible for the security of your account login and payment information.

You agree that We may limit, suspend or terminate your account for any reason, including but not limited to, fraudulent payments or cancelled transactions. You also agree that We may limit, suspend or terminate your account due to inactivity. If your account is suspended, We have the right, but not the duty, to unsuspend your account. You agree that We may include requirements prior to unsuspending your account, including but not limited to repaying the amount of a cancelled transaction. You agree that it is up to Our sole discretion to unsuspend an account based on Our assessment of whether a transaction was performed in good or bad faith.

10. COPYRIGHT AND TRADEMARKS

The Ecosystem contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music and sound. We, GoVi and/or others own the entire contents of the Ecosystem which are protected by copyright, trademark, and other intellectual property laws of the United States and/or other jurisdictions. We and/or GoVi own a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication or commercial exploitation of the content without Our express permission, the express permission of GoVi and/or the copyright owner is permitted. If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

We and/or GoVi own trademarks, registered and unregistered, in the United States of America and/or elsewhere, and the logos and variations thereof found within the Ecosystem are trademarks owned by Us, GoVi or its related entities and all use of these marks inures to the benefit of the respective trademark owners.

Other marks featured within the Ecosystem may be under license from the trademark owner(s) thereof, in which case such license is for Our benefit and use and/or the benefit of GoVi. You may not use Our name, logos, trademarks or brands, or trademarks or brands of others within the Ecosystem without Our express permission.

11. USER CONTENT

The Ecosystem may provide registered users and visitors various opportunities to submit or post reviews, opinions, advice, ratings, discussions, comments, messages, survey responses and other communications, as well as files, images, photographs, video, sound recordings, musical works, and any other content or material submitted or posted to the Ecosystem (collectively, "User Content") through forums, bulletin boards, discussion groups, chat rooms, surveys, blogs or other communication facilities that may be offered on, through, or in connection with the Ecosystem from time to time. You may be required to have an account with Us to submit User Content.

Whether in the course of contributing any User Content or otherwise, you will not upload, post or otherwise make available within the Ecosystem any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. We assume no responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked or is subject to other proprietary rights. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. In addition, if you contribute any User Content, you represent and warrant that: (a) you are the creator of the User Content; or (b) if you are not the creator, that you have (i) express, advance authority from the creator to submit or post the User Content, and that they have waived any rights, moral or otherwise, in such User Content, and (ii) all rights necessary to grant the licenses and grants in these Terms of Service, including but not limited to the grants contained in Section 11.2. You further represent and warrant (or, if you are acting on behalf of the creator of the User Content, you have ensured that the creator represents and warrants) that the use and sharing of the User Content for the purposes you have selected will not violate or infringe any copyrights, trademarks or any other intellectual property rights or rights of third parties, including, without limitation, the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit or otherwise make available User Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory, invasive of the right of privacy or right of publicity of another person or violative of any third-party rights (including but not limited to intellectual property rights) or constitutes political campaigning; and that you will not upload, post, transmit, or otherwise make available User Content that contains any material that harbors viruses or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any software or computer equipment.

We have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, and/or monitor the User Content and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Terms of Service and any operating rules established by Us, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, We have the right to remove any material from the Ecosystem or any other platform or community we control, in Our sole discretion. We assume no liability for any User Content or other information that appears or is removed from the Ecosystem or elsewhere. We have no obligation to post or continue to post User Content and We may, in Our sole discretion, determine that it will not be used at all.

In some instances and from time to time, it may be possible to modify or remove the User Content submitted or posted through your account. We make no representations or warranties that the User Content you modify or remove will be modified or removed from the Ecosystem or elsewhere, or that the User Content will cease to appear on the Internet, in search engines, social media websites, or in any other form, media or technology.

11.1. Public Nature of Your User Content

You understand and agree that User Content is public. Any person (whether or not a user of Our services) may be able to read your User Content without your knowledge. Please do not include any Personal Information in your User Content unless you wish for it to be publicly disclosed. We are not responsible for the use or disclosure of any Personal Information that you disclose in connection with User Content.

Any User Content of any kind made by you or any third-party is made by the respective author(s) or distributor(s) and not by Us. Other users may post User Content that is inaccurate, misleading or deceptive. We do not endorse and are not responsible for any User Content, and will not be liable for any loss or damage caused by your reliance on such User Content. User Content reflects the opinions of the person(s) submitting it and may not reflect Our opinion. We do not control or endorse any User Content, and specifically disclaim any liability concerning or relating to your contribution of, use of, or reliance on any User Content.

11.2. License Grants

Some User Content you submit to Us may be displayed or may give you the option to display in connection with your Personal Information, or a portion of your Personal Information, including, without limitation, your name, initials, username, social networking platform user account name, image, likeness, preferences, voice and location. You grant Us a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferable, worldwide license and right to use, commercially use, display and distribute any Personal Information in connection with your User Content in accordance with these Terms of Service, including, without limitation, a right to offer for sale and to sell such rights in Personal Information, whether the User Content appears alone or as part of other works, and in any form, media or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you. However, We have no obligation to use your Personal Information in connection with any User Content.

As between you and Us, you shall retain all ownership rights in and to the User Content you submit or post. However, by contributing User Content or other information on, through, or in association with the Ecosystem in any capacity, you grant Us a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit, offer for sale and sell the User Content alone or as part of other works in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees and without compensation to you. You waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding the User Content that you may have under any applicable law under any legal theory. Our license in any User Content or Personal Information submitted includes, but is not limited to, use for promotions, advertising, marketing, market research, merchant feedback, quality control or any other lawful purpose.

Contributing User Content or other information on, through, or in association with the Ecosystem in any capacity, is limited to individuals who are over the age of majority pursuant to the laws of the applicable state, province, or other jurisdiction. The Ecosystem is designed and intended for adults. By contributing User Content or other content on or through the Ecosystem, you affirm that you are over the age of majority. We will promptly delete User Content or other content associated with any account when we obtain actual knowledge that the User Content is associated with a registered user who is not at least the age of majority.

12. ACCOUNT TERMINATION

You can terminate your account at any time by notifying us in writing of your wish to do so. We may also, but are not required to, provide you with the ability to terminate your account by accessing such functionality in your account settings. By terminating your account, you express complete acknowledgement of the following:

12.1. Data Retention

We will remove your public information from view and/or dissociate them from your account profile, but We may retain information about you and your usage of the Ecosystem for the purposes authorized under the Privacy Policy Statement incorporated into these Terms of Service, unless prohibited by law. For example, We may retain information to prevent, investigate, or identify possible wrongdoing in connection with the Ecosystem or to comply with legal obligations.

12.2. Permanent Loss of Rewards

You may terminate your account at any time by (1) spending or redeeming all Rewards in your account, and (2) giving Us notice of termination. We may terminate your account if you violate one or more of these Terms of Service ("for cause"). If you terminate your account or if We terminate your account for cause, you agree to disclaim any right, title, or interest in any unspent or unredeemed Rewards in your account, except as may be otherwise required by applicable law

12.3. Permanent Loss of Account Access

When you terminate your account, or when We terminate your account for cause, all of your account’s contents and its associated information, Rewards, characteristics, and features will be rendered immediately and permanently inaccessible to you. We will not provide you with any means of recovering any items associated with your account, including but not limited to Transaction history, payment information, or Rewards earned. You may have the option of creating a new account, but any such new account will in no way be associated with or influenced by the account or accounts previously terminated by you or by Us for cause, or any other account you may have access to. We may determine in Our sole discretion that your past activity constitutes abusive, delinquent or deceptive behavior and/or conduct violative of these and/or other applicable Terms of Service and therefore disallow you from creating a new account and/or We may terminate any such new account without notice to you and without your consent. **

13. UNSOLICITED IDEAS

We do not agree to accept or consider, directly or through any of Our employees or agents, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of Our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“Unsolicited Materials”). If you send Us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or anything else that accompany them:

  1. We have no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential.
  2. We will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

14. INFRINGEMENT REPORTING PROCEDURES AND DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) PROCEDURES

We respect intellectual property rights. If you own copyright, trademark, patent or other intellectual property rights (“IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (“Authorized Agent”), and you have a good faith belief that material or products within the Ecosystem infringe the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to Our attention, you can report your concern(s) by submitting your complaint through the Ecosystem.

14.1. DMCA Procedures

We reserve the right to terminate your or any third-party’s right to use the Ecosystem if such use infringes the copyrights of another. We may, under appropriate circumstances and at Our sole discretion, terminate your or any third-party’s right of access to the Ecosystem, if We determine that you or a third-party is a repeat infringer. If you believe that any material has been posted via the Ecosystem by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Our attention, you must provide Our DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location within the Ecosystem of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including, without limitation, telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The contact information for Our DMCA Agent for notice of claims of copyright infringement is: Copyright Agent, ℅ GoVi, 1309 Coffeen Avenue suite 800 Sheridan, WY 82801.

15. DISCLAIMER OF WARRANTY

YOU EXPRESSLY AGREE THAT USE OF THE ECOSYSTEM IS AT YOUR SOLE RISK. NEITHER WE NOR ANY OF OUR SUBSIDIARIES OR AFFILIATES OR ANY OF OUR OR THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE ECOSYSTEM WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO WE OR THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ECOSYSTEM, OR (B) THE ACCURACY, COMPLETENESS OR RELIABILITY OF (I) THE CONTENT WITHIN THE ECOSYSTEM, INCLUDING, WITHOUT LIMITATION, OUR OFFERINGS, PRODUCTS OR OTHER AVAILABLE PROGRAMS, (II) DESCRIPTIONS OF OUR OFFERINGS, PRODUCTS OR OTHER AVAILABLE PROGRAMS, OR (III) USER CONTENT PROVIDED THROUGH THE ECOSYSTEM OR IN ASSOCIATION WITH THE ECOSYSTEM IN ANY CAPACITY. THE ECOSYSTEM AND ALL CONTENT, USER CONTENT AND OTHER INFORMATION CONTAINED WITHIN THE ECOSYSTEM, OUR OFFERINGS, PRODUCTS AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE ECOSYSTEM OR IN ASSOCIATION WITH THE ECOSYSTEM IN ANY CAPACITY, ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE ECOSYSTEM OR THE CONTENT, USER CONTENT OR OTHER INFORMATION CONTAINED WITHIN THE ECOSYSTEM OR THE OFFERINGS, PRODUCTS OR OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE ECOSYSTEM OR IN ASSOCIATION WITH THE ECOSYSTEM IN ANY CAPACITY, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COurSE OF DEALING.

16. LIMITATION OF LIABILITY AND DAMAGES

IN NO EVENT SHALL WE, OUR SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, LOST PROFIT, LOST BUSINESS, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE ECOSYSTEM, THE CONTENT, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE ECOSYSTEM OR SUBMITTED BY YOU TO THE ECOSYSTEM; (B) YOUR INABILITY TO USE THE ECOSYSTEM; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED WITHIN THE ECOSYSTEM; (D) THE OFFERINGS, PRODUCTS AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE ECOSYSTEM OR IN ASSOCIATION WITH THE ECOSYSTEM IN ANY CAPACITY; (E) ANY PRODUCTS OR SERVICES OBTAINED THROUGH A TRANSACTION INVOLVING THE ECOSYSTEM IN ANY CAPACITY; (F) THESE TERMS OF SERVICE; OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE ECOSYSTEM, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION. IN NO EVENT WILL OUR LIABILITY IN CONNECTION WITH AN OFFERING, PRODUCT, AND OTHER AVAILABLE PROGRAMS EXCEED THE AMOUNTS PAID FOR THE APPLICABLE VOUCHER, PRODUCT OR SERVICE. TOTAL AGGREGATE LIABILITY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (A)-(G) ABOVE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE COMMENCEMENT OF THE DISPUTE RESOLUTION PROVISIONS CONTAINED IN SECTION 24 OF THESE TERMS OF SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT THE DISPUTE RESOLUTION PROCESS CONTAINED IN SECTION 24 OF THESE TERMS OF SERVICE MUST COMMENCE WITHIN ONE YEAR OF THE DATE YOUR CLAIM(S) ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (A)-(G) ABOVE ACCRUE(S) OR YOUR CLAIM(S) WILL BE PERMANENTLY BARRED, EXTINGUISHED AND DEEMED RELEASED.

BECAUSE SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON THE DURATION OR TERMS OF IMPLIED WARRANTIES, LIMITATIONS OR EXCLUSIONS OF LIABILITY, INCLUDING LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AND/OR THE TIME WITHIN WHICH CLAIMS MAY BE BROUGHT, SOME OR ALL OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

17. ELECTRONIC COMMUNICATIONS

When you use the Ecosystem or send emails to Us, you are communicating with Us electronically and consent to receive electronic communications related to your use of the Ecosystem. We will communicate with you by email or by posting notices within the Ecosystem. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from Us will be considered delivered to you and effective when sent to the email address you provide within the Ecosystem or from which you otherwise email Us.

18. WEBSITES OF OTHERS

The Ecosystem may contain links to platforms (including but not limited to websites, mobile apps, and desktop apps) maintained by other parties. These links are provided solely as a convenience to you and not because We endorse or have an opinion about the contents on such platforms. We expressly disclaim any representations regarding the content or accuracy of materials on such platforms, or the privacy practices of those platforms. If you decide to access platforms maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, products or services available on or through any such linked platform.

19. INDEMNIFICATION/RELEASE

You agree to defend, indemnify and hold Us harmless, and to defend, indemnify and hold harmless Our subsidiaries and affiliates and GoVi, and its subsidiaries and affiliates and Our and their respective directors, officers, employees and agents from and against all claims and expenses, including, without limitation, attorneys’ fees and costs of litigation, arising out of, related to, or in connection with any of the following: (a) goods or services of vendors or sellers other than Us (“Independent Merchants”) purchased or received by you through the Ecosystem or in association with the Ecosystem in any capacity; (b) any User Content submitted or posted by you, on or in connection with the Ecosystem; (c ) any use of the Ecosystem in violation of these Terms of Service; (d) your fraud, intentional misconduct or negligence arising out of, related to, or in connection with your use of the Ecosystem; or (e) your violation of any applicable U.S., Canadian, or foreign law or rights of a third-party.We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Us and you agree to cooperate with Our defense of these claims.

You are solely responsible for your interactions with Independent Merchants. To the extent permitted under applicable laws, you hereby release Us from any and all claims or liability related to any Offering made by an Independent Merchant, any product or service of an Independent Merchant, any harm caused to you by action or inaction of an Independent Merchant, and/or an Independent Merchant's failure to comply with applicable law and/or failure to abide by the terms of an Independent Merchant’s Offering.

You are further solely responsible for your interactions with other users of the Ecosystem and for any of your conduct, speech and/or your creation, submission and/or posting of User Content on the Ecosystem.

20. FORCE MAJEURE

We shall be excused from performance or from delay in performance under these Terms of Service to the extent we are prevented or delayed from performing, in whole or in part, as a result of a force majeure, including but not limited to (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or disturbances or rebellion, (c ) epidemics; (d) quarantines or embargoes; (e) labor strikes or other labor or industrial disputes or disturbances; (f) accident, damage, destruction, or disruption to equipment, machinery, computer hardware or networks or software failures; (g) interruptions resulting from the acts of governmental, judicial or regulatory bodies; (h) inability to secure labor and/or materials; or (i) any other cause, whether of the kinds here enumerated or otherwise, beyond Our reasonable control. Events of force majeure shall, insofar as possible, be remedied with all reasonable dispatch.

21. ASSIGNMENT

You may not assign these Terms of Service, or any rights, benefits or obligations hereunder, without Our express written permission and any attempted assignment without Our express written consent shall be null and void. We may assign these Terms of Service, or any rights, benefits or obligations hereunder, in whole or in part, to any third-party in Our sole discretion.

22. ENTIRE AGREEMENT

These Terms of Service, including, without limitation, the Privacy Policy Statement and other terms incorporated by reference, constitute the entire agreement and understanding between you and Us with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and Us with respect to such subject matter.

23. JURISDICTION, VENUE AND CHOICE OF LAW

THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF WYOMING. NOTWITHSTANDING THE TERMS OF THE DISPUTE RESOLUTION PROVISIONS CONTAINED IN SECTION 24 OF THIS AGREEMENT, IF ANY LITIGATION IS COMMENCED BETWEEN THE PARTIES RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ITS INTERPRETATION, PERFORMANCE AND/OR BREACH, SUCH LITIGATION SHALL BE COMMENCED IN A WYOMING STATE OR FEDERAL COURT.

24. DISPUTE RESOLUTION

With the sole exceptions of actions seeking injunctive relief and actions brought in small claims court, any and all claims, disputes, or controversies arising out of any business relationship of any nature between you and Us and/or between you and any officer, director or employee of Us and/or between you and GoVi, and/or any of its officers, directors or employees (each of whom is an intended third-party beneficiary of this agreement) (the “Parties”), whether arising out of federal or state law or out of the law of any other jurisdiction, whether presently existing or arising in the future, whether for statutory, compensatory, other remedies and/or penalties, whether monetary or otherwise, and whether sounding in breach of contract, tort, breach of statutory duties and/or breach of any other duties, shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, the Parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS (also known as Judicial Arbitration and Mediation Services; hereinafter “JAMS”) or such other mediator as the Parties may agree to.

The mediation shall remain confidential in all respects, including but not limited to any request for mediation, all documents and/or other materials provided to the mediator and/or other material provided by an exchange between the Parties, any documents and/or materials prepared by the mediator and/or any correspondence between any Party and the mediator. Following the conclusion of the mediation, each Party agrees to return to the producing Party within thirty (30) days the original and all copies of any of the documents referenced in this paragraph, except those documents required to be retained by counsel pursuant to law. Further, the Parties also agree not to discuss the amount of any settlement or the names of the Parties, except as required by law.

If the Parties are unsuccessful in resolving the dispute through mediation, the Parties agree to arbitration pursuant to the following:

With the sole exceptions of actions seeking injunctive relief and actions brought in small claims court, any and all claims, disputes, or controversies arising out of any business relationship of any nature between between you and Us and/or between you and any officer, director or employee of Us and/or between you and GoVi, and/or between you and/or any of its officers, directors or employees (each of whom is an intended third-party beneficiary of this agreement) (the “Parties”), whether arising out of federal or state law or out of the law of any other jurisdiction, whether presently existing or arising in the future, whether for statutory, compensatory, other remedies and/or penalties, whether monetary or otherwise, and whether sounding in breach of contract, tort, breach of statutory duties and/or breach of any other duties, including the interpretation, determination of the scope and/or applicability of this agreement, shall be submitted to and determined by arbitration before one neutral arbitrator chosen by the Parties and shall not be filed in or determined by a court of law, irrespective of the basis for the alleged duty or the legal theories upon which the claim is asserted. However, notwithstanding the foregoing, the Parties may seek provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event that the Parties to the arbitration are unable to agree to the selection of an arbitrator, each Party shall nominate one arbitrator and those nominees shall select the arbitrator. Arbitration shall proceed as an individual claim and may not be combined or consolidated with a dispute involving any other person, claim or dispute,

Each Party to the arbitration shall have the right to be represented by counsel. Pre-arbitration discovery shall include at least exchange of relevant documents, identification of witnesses and one deposition for each Party; other discovery shall be available at the arbitrator’s discretion.

The arbitration shall be administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules & Procedures or the JAMS Arbitration Rules and Procedures for Employment Disputes if the dispute arises out of an alleged employment relationship between two or more of the Parties.

At any arbitration conducted pursuant to this agreement, any Party shall have the right to present proof (through testimony and documentary evidence) and cross-examine witnesses.

The arbitrator shall prepare an arbitration decision and/or award consisting of a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim. The arbitrator shall also provide a concise written statement of the reasons for the decision and/or award, stating the essential findings and conclusions on which the decision and/or award is based. The arbitrator’s decision and/or award shall be final, but post-arbitration remedies, if any, shall remain available to the parties. Judgment on the Award may be entered in any court having jurisdiction.

Access to arbitration shall not be precluded by the location of the arbitration or by any Party’s inability to pay any costs, other than the initial JAMS Case Management Fees. The Parties to the arbitration shall meet and confer concerning the location of the arbitration. If the Parties to the arbitration are unable to agree to such location, the arbitrator shall have sole authority to determine the location of the arbitration.

The arbitration proceeding shall remain confidential in all respects, including but not limited to any demand for arbitration, all arbitration filings, deposition transcripts, documents produced or obtained in discovery, or other material provided by an exchange between the parties. The entirety of the arbitrator’s decision and/or award shall also be confidential. Following receipt of the arbitrator’s decision and/or award, each Party agrees to return to the producing Party within thirty (30) days the original and all copies of documents exchanged during discovery and at the arbitration hearing, except those documents required to be retained by counsel pursuant to law. Further, the parties to the arbitration also agree not to discuss the amount of the arbitration award, if any, or any settlement or the names of the parties, except as required by law.

The arbitrator may, in the decision and/or award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing Party except insofar as such allocation is otherwise precluded by applicable law.

This agreement binds the parties hereto and each of their heirs, representatives, agents, executors, administrators, successors or other persons claiming through each such Party.

THE PARTIES TO THIS AGREEMENT FURTHER UNDERSTAND AND IRREVOCABLY AGREE THAT OTHER THAN AS PROVIDED ABOVE, NO CLAIMS, DISPUTES, OR CONTROVERSIES WILL BE DETERMINED BY A COURT OF LAW. THE PARTIES UNDERSTAND AND AGREE THAT NEITHER A JUDGE NOR A JURY WILL DECIDE ANY SUCH CLAIM, DISPUTE, OR CONTROVERSY AND THE PARTIES TO THIS AGREEMENT EXPRESSLY WAIVE ANY CLAIMS OF ENTITLEMENT TO A COURT OR JURY TRIAL, INCLUDING ANY RIGHT TO JURY TRIAL CONTAINED IN ANY CONSTITUTION, STATUTE, REGULATION OR OTHER PROVISION OF LAW.

THE PARTIES FURTHER IRREVOCABLY AGREE TO WAIVE ANY RIGHT THEY MAY OTHERWISE HAVE TO BRING OR PARTICIPATE IN A CLASS, GROUP OR REPRESENTATIVE ACTION AND, EXCEPT TO THE EXTENT SUCH A PROHIBITION IS NOT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ANY DISPUTE BETWEEN THE PARTIES PROCEED AS A CLASS, GROUP OR REPRESENTATIVE ACTION .

THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE DECISION OF THE ARBITRATOR SHALL BE FINAL EXCEPT INSOFAR AS A PARTY IS ENTITLED TO POST-ARBITRATION REMEDIES.

IF ANY PART OF THIS SECTION 24 IS DETERMINED TO BE UNENFORCEABLE, THEN THE BALANCE OF THIS SECTION SHALL REMAIN IN FULL EFFECT AND CONSTRUED AND ENFORCED AS IF THE PORTION DETERMINED TO BE UNENFORCEABLE WERE NOT CONTAINED HEREIN.

COMMENCEMENT OF THE DISPUTE RESOLUTION PROVISIONS OF THIS SECTION SHALL OCCUR WHEN CLAIMANT GIVES WRITTEN NOTICE OF HIS, HER OR ITS CLAIM AS PROVIDED HEREIN.

COMMENCEMENT OF THESE DISPUTE RESOLUTION PROVISIONS MUST OCCUR WITHIN ONE YEAR AFTER THE ACCRUAL OF CLAIMANT’S CLAIM(S) OR SUCH CLAIMS WILL BE PERMANENTLY BARRED, EXTINGUISHED AND DEEMED RELEASED.

25. ADDITIONAL DISCLOSURES

No waiver by either you or Us of any breach or default or failure to exercise any right allowed under these Terms of Service is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these Terms of Service. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of these Terms of Service invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Service, and the remaining portions of these Terms of Service shall continue in full force and effect.

You are contracting with us. Correspondence should be directed to us in care of GoVi as follows:

Tuffy’s Pet Foods, Inc.

c/o GoVi

2800 Post Oak Boulevard

Suite 4100

Houston, TX 77056.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at:

400 R Street

Sacramento, CA 95814

or by telephone at (800) 952-5210.

The provisions of these Terms of Service apply equally to and are for Our protection and benefit, for the protection and benefit of Our subsidiaries, affiliates, third-party content providers and licensors, each of whom is an intended third party beneficiary of this Agreement and each of whom shall have the right to assert and enforce such provisions directly.