Partner Terms and Conditions

3.1 Eligibility Requirements

To register as a Partner on the Platform, you must meet all of the following eligibility requirements at the time of registration and on a continuous basis throughout your participation on the Platform:

• You must be at least 18 years of age or the age of majority in your jurisdiction, whichever is higher.
• If registering as a business entity, you must be duly organized, validly existing, and in good standing under the laws of your jurisdiction of incorporation or formation.
• You must hold all licenses, certifications, permits, and authorizations required by applicable law to provide the services you intend to offer through the Platform in the jurisdiction(s) where those services will be delivered.
• You must carry all insurance coverage required by applicable law or regulation for the services you offer, including professional liability insurance where applicable.
• You must not be subject to any legal, regulatory, or disciplinary order, sanction, or proceeding that would prevent you from lawfully offering the services described in your Listing.
• You must have a valid bank account and payment method capable of receiving Payouts through PawPass's payment infrastructure.
• You must not have had a prior Partner account terminated by PawPass for cause.

3.2 Registration Process

The Partner registration process requires submission of the following information and documentation:

• Full legal name and trading name (if different).
• Business registration number or equivalent legal identifier (for business entities).
• Registered business address and service delivery location(s).
• Contact email address and phone number.
• Description of services to be offered and applicable pricing.
• Copies of relevant professional licenses, certifications, or permits.
• Proof of insurance coverage (where required for the service category).
• Bank account details for Payout processing.
• Tax identification information as required under applicable law.

PawPass reserves the right to request additional documentation at any stage of the registration process or during the Partner relationship. Submission of false, incomplete, or misleading information during registration is grounds for immediate termination of the Partner account.

3.3 Verification and Approval

Submission of a registration application does not guarantee acceptance as a Partner on the Platform. PawPass conducts verification of the information submitted and may, at its sole discretion, approve or reject any application without being required to provide reasons for rejection. PawPass may conduct background checks, license verification, or other due diligence processes as part of the verification procedure. Approved Partners will receive written confirmation of their acceptance via email and will be granted access to the Partner Dashboard to complete their Listing setup. PawPass may approve a Partner on a provisional basis and impose additional conditions during an initial probationary period.

3.4 Ongoing Compliance Obligation

Partners are required to maintain continuous compliance with all eligibility requirements throughout the duration of this Agreement. If any eligibility requirement ceases to be met at any time (for example, a license lapses, insurance expires, or a legal proceeding is commenced), the Partner must notify PawPass in writing at office@pawpass.rs within five (5) Business Days and must suspend offering the affected service(s) through the Platform until the requirement is restored or an exemption is agreed in writing with PawPass.

4.1 Listing Accuracy

The Partner is solely responsible for the accuracy, completeness, currency, and legality of all Partner Content published on the Platform. The Listing must at all times accurately represent:

• The services offered, including a clear and honest description of what is included in each service.
• The qualifications, experience, licenses, and certifications held by the Partner and relevant personnel.
• The geographic area within which services are provided.
• Current pricing for all listed services, inclusive of any applicable taxes or mandatory fees charged to Users.
• Availability, including accurate calendar settings that reflect genuine availability to accept Bookings.
• The Cancellation Policy applicable to each service category.
• Any relevant safety information, prerequisite requirements, or limitations on service delivery.

4.2 Partner Content Standards

All Partner Content must comply with PawPass's Acceptable Use Policy and the following content standards:

• Partner Content must be in the language(s) supported by the Platform and must be clearly legible and professionally presented.
• Photographs and images included in the Listing must be genuine, accurate representations of the Partner's actual premises, personnel, or services. Stock photography or images obtained without the rights holder's authorization is not permitted.
• Partner Content must not make false or unsubstantiated claims regarding qualifications, awards, affiliations, or service outcomes.
• Partner Content must not disparage competing service providers, other Partners, or PawPass.
• Partner Content must not include contact details (email, phone, website) in listing descriptions for the purpose of directing Users off the Platform.
• Partner Content must comply with all applicable advertising standards, consumer protection laws, and sector-specific regulations.

4.3 License to Partner Content

By submitting Partner Content to the Platform, the Partner grants PAWPASS LLC a worldwide, royalty-free, non-exclusive, sublicensable, irrevocable license to use, reproduce, display, distribute, adapt, translate, and create derivative works from such Partner Content for the purposes of: operating and promoting the Platform; displaying the Partner's Listing to Users; marketing PawPass's services in any media or format; and complying with applicable legal obligations. The Partner represents and warrants that it holds all rights necessary to grant this license and that the Partner Content does not infringe any third-party intellectual property rights.

4.4 Content Updates and Maintenance

The Partner is responsible for keeping the Listing up to date at all times. Any changes to service offerings, pricing, availability, qualifications, or cancellation policies must be reflected in the Listing promptly and in any event within forty-eight (48) hours of the change taking effect. PawPass reserves the right to update or correct Listing information where it identifies inaccuracies, without prior notice to the Partner, and will use reasonable efforts to notify the Partner of such changes.

4.5 Content Removal

PawPass reserves the right to remove, modify, or withhold from display any Partner Content that, in PawPass's reasonable determination, violates this Agreement, the Acceptable Use Policy, or applicable law, or that may expose PawPass to legal or reputational risk. PawPass will endeavor to notify the Partner of any material content removal and provide an opportunity to address the issue, except where immediate removal is required to comply with applicable law or to prevent harm.

5.1 Booking Acceptance

Partners may configure their Listing to accept Bookings automatically or to require manual acceptance of each Booking request. Where manual acceptance is configured, the Partner must respond to Booking requests within the timeframe specified in the Partner Dashboard (default: 24 hours). Failure to respond within the specified timeframe may result in the Booking request being automatically declined or the User being notified of non-responsiveness. Once a Booking is confirmed (either through automatic acceptance or manual acceptance by the Partner), a binding service agreement is formed between the Partner and the User. The Partner is obligated to deliver the booked service in accordance with the Listing description, the Booking details, and applicable professional and legal standards.

5.2 Service Delivery Standards

Partners must deliver all booked services to the following minimum standards:

• Services must be delivered by qualified personnel holding all required licenses, certifications, and training for the service category.
• Services must be delivered at the agreed date, time, and location specified in the confirmed Booking.
• Services must conform to the description, scope, and quality represented in the Listing.
• Services must comply with all applicable health, safety, animal welfare, and professional standards.
• Partners must treat Users and their pets with care, professionalism, and respect at all times.
• Any deviation from the agreed service scope must be communicated to and agreed with the User in advance.

5.3 Partner Cancellations

Partners should only cancel confirmed Bookings in exceptional circumstances, including genuine emergencies, force majeure events, or situations where delivering the service would pose a safety risk. Partner-initiated cancellations harm User experience and Platform integrity and are subject to the following consequences:

• First cancellation within a 90-day period: Written warning issued by PawPass.
• Second cancellation within a 90-day period: Temporary restriction of new Booking acceptance and review of the Partner account.
• Three or more cancellations within a 90-day period: Suspension or termination of the Partner account, at PawPass's discretion.

Partners must notify both the User and PawPass as soon as possible when a Booking must be cancelled. Notification must be made through the Platform's messaging system and by email to office@pawpass.rs. PawPass reserves the right to waive or reduce cancellation consequences where the Partner provides satisfactory documentation of extraordinary circumstances.

5.4 No-Show Policy

A Partner no-show occurs when the Partner fails to appear for a confirmed Booking without prior notification to the User. In the event of a Partner no-show, PawPass will issue a full refund to the User of all amounts paid, including the Booking Fee, and the Partner will not receive a Payout for the affected Booking. Repeated no-shows will result in Partner account suspension or termination.

5.5 User Cancellations

User cancellations are governed by the Cancellation Policy selected by the Partner and displayed on the Listing at the time of Booking. Where a User cancels in accordance with the applicable Cancellation Policy, refunds to the User will be processed by PawPass in accordance with PawPass's Refund and Returns Policy. The Partner's Payout for a cancelled Booking will be determined by the applicable Cancellation Policy terms, as set out in Section 7 of this Agreement.

5.6 Service Modifications

Any material modification to a confirmed Booking (including changes to date, time, location, or scope of service) requires the mutual written agreement of both the Partner and the User, facilitated through the Platform's messaging or modification tools. Partners must not unilaterally modify Booking terms after confirmation. Modifications that result in a price change must be processed through the Platform's payment system; Partners must not request or accept additional payments directly from Users outside of the Platform.

5.7 Emergency and Safety Situations

Where an emergency or safety risk arises in the course of service delivery (including a medical emergency involving a pet or person), the Partner must prioritize the safety of all parties involved, take reasonable and appropriate action, contact emergency services where necessary, and notify PawPass at office@pawpass.rs as soon as practicable. PawPass may provide guidance on handling specific emergency scenarios through Partner support resources.

6.1 Booking Fee Structure

PawPass charges a Booking Fee on each Completed Booking processed through the Platform. The applicable Booking Fee rate is communicated to the Partner at the time of registration, displayed in the Partner Dashboard, and may be updated by PawPass upon thirty (30) days' written notice to the Partner. The Booking Fee is calculated as a percentage of the gross Service Fee charged to the User for the Booking, unless an alternative fee structure is agreed in writing between PawPass and the Partner. The Booking Fee covers PawPass's costs of: operating and maintaining the Platform and booking infrastructure; providing payment processing and fraud protection; offering customer support to Users; managing marketing and User acquisition; and maintaining the review and trust and safety systems that protect the Partner's reputation on the Platform.

6.2 Payout Calculation

The Partner's Payout for each Completed Booking is calculated as follows: Payout = Gross Service Fee - Booking Fee - Any Authorized Deductions Authorized deductions may include: amounts withheld in connection with an active User Dispute or chargeback; amounts subject to a tax withholding obligation under applicable law; amounts recovered in connection with a prior fraudulent or erroneous Payout; and any other deductions expressly authorized under this Agreement or applicable law.

6.3 Payout Schedule

Payouts for Completed Bookings are processed on a rolling basis, subject to the following schedule:

• Payouts are initiated by PawPass within five (5) Business Days of the date the service was delivered and the Booking status is updated to "Completed" in the Platform system.
• Where a User Dispute or chargeback is filed within the Payout window, the relevant Payout may be withheld pending resolution of the Dispute in accordance with Section 8 of this Agreement.
• Payouts are transmitted via the payment method designated by the Partner in the Partner Dashboard. PawPass currently supports Payout via bank transfer (ACH for U.S.-based Partners) and international wire transfer for Partners outside the United States.
• PawPass is not responsible for delays caused by the Partner's bank or payment institution, incorrect bank details provided by the Partner, or circumstances beyond PawPass's control.

The Partner is responsible for providing and maintaining accurate Payout account details in the Partner Dashboard. PawPass is not liable for Payouts transmitted to an incorrect account as a result of Partner-provided erroneous bank details.

6.4 Minimum Payout Threshold

PawPass may establish a minimum Payout threshold below which accumulated Payout amounts will be held until the threshold is reached. The current minimum threshold, if any, is disclosed in the Partner Dashboard. No interest accrues on withheld Payout amounts below the minimum threshold.

6.5 Payout Currency

Payouts are processed in the currency designated in the Partner's Payout account settings. Where the User's transaction currency differs from the Partner's Payout currency, currency conversion will be applied using the exchange rate in effect at the time of Payout processing. PawPass is not responsible for exchange rate fluctuations or conversion losses.

6.6 Tax Obligations

The Partner is solely responsible for determining, reporting, collecting, and remitting all taxes applicable to the Partner's income and services, including but not limited to: income tax, corporate tax, value added tax (VAT), goods and services tax (GST), sales tax, and any other applicable levies. PawPass does not provide tax advice and does not assume any tax obligations on the Partner's behalf, except where required to withhold tax under applicable law. Where applicable law requires PawPass to collect tax information from Partners (such as a W-9 form for U.S. Partners or equivalent documentation for non-U.S. Partners), the Partner must provide accurate and complete tax documentation upon request. Failure to provide required tax documentation may result in withholding of Payouts or suspension of the Partner account until documentation is received. PawPass will issue tax reporting documents (such as Form 1099-K for U.S. Partners) where required by applicable law. Partners are responsible for verifying the accuracy of such documents and raising any discrepancies with PawPass within thirty (30) days of receipt.

6.7 Fee Disputes

If the Partner believes that a Booking Fee or Payout calculation is incorrect, the Partner must submit a written dispute to office@pawpass.rs within fourteen (14) calendar days of the relevant Payout date, with the subject line "Payout Dispute - Booking [Booking Reference Number]". Disputes submitted after this period will not be considered except where required by applicable law. PawPass will investigate the dispute and provide a determination within ten (10) Business Days.

7.1 User Cancellation — Flexible Policy

Where the Partner has selected a Flexible Cancellation Policy and the User cancels more than 24 hours before the scheduled service, the User receives a full refund and no Payout is issued to the Partner. Where the User cancels within 24 hours of the scheduled service, the Partner receives a Payout equal to 100% of the Service Fee minus the Booking Fee.

7.2 User Cancellation — Moderate Policy

Where the Partner has selected a Moderate Cancellation Policy and the User cancels more than 48 hours before the scheduled service, the User receives a full refund and no Payout is issued. Where the User cancels within 48 hours, the Partner receives a Payout equal to 50% of the Service Fee minus the Booking Fee.

7.3 User Cancellation — Strict Policy

Where the Partner has selected a Strict Cancellation Policy and the User cancels more than 72 hours before the scheduled service, the Partner receives a Payout equal to 50% of the Service Fee minus the Booking Fee. Where the User cancels within 72 hours, the Partner receives a Payout equal to 100% of the Service Fee minus the Booking Fee.

7.4 User Cancellation — Non-Refundable Policy

Where the Partner has selected a Non-Refundable Cancellation Policy, the Partner receives a Payout equal to 100% of the Service Fee minus the Booking Fee upon any User cancellation after the Booking is confirmed, regardless of when the cancellation is made.

7.5 Partner-Initiated Cancellations

Where the Partner cancels a confirmed Booking, the Partner receives no Payout for the cancelled Booking. The User receives a full refund of all amounts paid, including any Booking Fee charged to the User. PawPass reserves the right to charge the Partner an administrative cancellation fee as disclosed in the Partner Dashboard, to offset costs incurred by PawPass in processing the cancellation and re-sourcing the service for the User.

8.1 User Dispute Process

Where a User raises a Dispute in connection with a Booking (including complaints regarding service quality, non-delivery, or billing), PawPass will notify the Partner of the Dispute and provide the Partner with an opportunity to respond. The Partner must submit a written response to the Dispute within five (5) Business Days of receiving PawPass's notification, including all relevant documentation, evidence, and records relating to the Booking and service delivery. PawPass will assess the Dispute based on the information provided by both parties and any other evidence available to PawPass, and will issue a determination. PawPass's determination in the Dispute is final within the Platform's internal process and may result in: (a) rejection of the Dispute and full Payout to the Partner; (b) partial or full refund to the User with a corresponding partial or full reduction in the Partner's Payout; or (c) referral to further mediation or legal process.

8.2 Chargeback Handling

Where a User initiates a chargeback with their bank or payment network in connection with a Booking, PawPass will notify the Partner and request all documentation necessary to contest the chargeback. The Partner must provide requested documentation within forty-eight (48) hours of PawPass's request. PawPass will represent the disputed transaction to the payment network using the documentation provided by the Partner and PawPass's own transaction records. Where a chargeback is upheld in favor of the User, the corresponding Payout (if already disbursed to the Partner) will be recovered from the Partner through one of the following mechanisms: (a) deduction from future Payouts; (b) direct invoice to the Partner; or (c) other recovery mechanism as agreed between the parties. The Partner is liable for the full chargeback amount, plus any chargeback fees, network penalties, and administrative costs incurred by PawPass as a result of the chargeback.

8.3 Chargeback Reserve

PawPass reserves the right to establish and maintain a chargeback reserve for any Partner whose chargeback rate exceeds industry norms or PawPass's internal risk thresholds. A chargeback reserve consists of a percentage of the Partner's Payouts withheld and held by PawPass for a defined period as security against future chargeback liability. The existence, amount, and duration of any chargeback reserve will be communicated to the Partner in writing. The reserve is not interest-bearing.

8.4 Partner Fraud

Any Partner who is found to have engaged in fraudulent conduct, including submission of false Bookings, manipulation of the Payout system, collusion with Users to file fraudulent chargebacks, or any other dishonest activity, will have their account immediately terminated and PawPass will pursue all available legal remedies to recover losses, including civil damages, recovery of incorrectly disbursed Payouts, and referral to law enforcement.

9.1 Insurance Obligations

Partners are required to maintain adequate insurance coverage for all services offered through the Platform. At a minimum, Partners offering the following service categories must maintain the insurance types specified:

• Veterinary services: Professional indemnity (malpractice) insurance and public liability insurance with coverage limits meeting applicable regulatory requirements.
• Dog walking and pet sitting: Public liability insurance covering injury to animals in the Partner's care, with minimum coverage of such amount as required by applicable local law, and in no event less than the equivalent of USD $100,000 per incident.
• Grooming services: Public liability insurance covering injury to animals in the Partner's care, plus coverage for damage to property where grooming is conducted at the User's premises.
• All service categories: Any additional insurance coverage required by applicable law or regulation in the Partner's operating jurisdiction.

Partners must provide evidence of current insurance coverage upon PawPass's request and must notify PawPass within five (5) Business Days of any material change to or lapse in their insurance coverage. PawPass reserves the right to verify insurance coverage independently and to require specific minimum coverage levels as a condition of continued participation on the Platform.

9.2 Partner Liability to Users

The Partner is solely responsible for any loss, damage, injury, or harm arising from the Partner's provision of services to Users, including but not limited to: personal injury to the User or third parties; injury, illness, or death of a pet in the Partner's care; damage to property; and any claim arising from the Partner's professional negligence, breach of duty of care, or failure to comply with applicable law. PawPass is not a party to the service contract between the Partner and the User and does not assume any liability for the Partner's services.

9.3 Indemnification by Partner

The Partner agrees to indemnify, defend, and hold harmless PAWPASS LLC, its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, losses, costs, expenses, and attorneys' fees arising out of or relating to: (a) the Partner's provision of services to Users; (b) the Partner's breach of this Agreement, the Acceptable Use Policy, or any applicable law; (c) any Partner Content submitted to the Platform; (d) any claim by a User, third party, or regulatory authority arising from the Partner's services or conduct; and (e) any tax obligations of the Partner. This indemnification obligation survives termination of this Agreement.

9.4 PawPass's Limitation of Liability

PAWPASS LLC's liability to the Partner under or in connection with this Agreement is limited to the greater of: (a) the total Booking Fees paid by the Partner to PawPass in the three (3) calendar months immediately preceding the event giving rise to the claim; or (b) USD $500.00. PawPass is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits or revenue, loss of data, or loss of business opportunity, arising from or in connection with this Agreement or the Platform, regardless of whether PawPass has been advised of the possibility of such damages.

10.1 Confidential Information

Each party may have access to confidential or proprietary information of the other party in the course of this Agreement ("Confidential Information"). For PawPass, Confidential Information includes: Platform architecture and technology, pricing and fee structures not publicly disclosed, internal operational procedures, and User data. For the Partner, Confidential Information includes: business strategies not publicly disclosed, client lists, and proprietary service methodologies.

10.2 Confidentiality Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party; (c) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (d) implement reasonable security measures to protect Confidential Information from unauthorized access or disclosure.

10.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by applicable law, court order, or regulatory directive, provided that the receiving party gives prompt written notice to the disclosing party where legally permissible and cooperates with any request to seek a protective order.

10.4 User Data

All personal data relating to Users that the Partner accesses through the Platform is subject to the confidentiality obligations in this Section and the data protection obligations in Section 11. Partner must not disclose, sell, rent, or otherwise transfer User personal data to any third party for any purpose other than delivering the specific booked service to the relevant User.

11.1 Independent Controller Status

With respect to personal data of Users received through the Platform in connection with confirmed Bookings, the Partner acts as an independent data controller and is solely responsible for ensuring that its collection, use, storage, and disclosure of such data complies with all applicable data protection laws, including the General Data Protection Regulation ("GDPR"), the UK GDPR, and any applicable national or state-level privacy legislation.

11.2 Permitted Processing

The Partner may process User personal data received through the Platform solely for the purpose of: (a) fulfilling the specific Booking for which the data was shared; (b) communicating with the User in connection with the Booking through the Platform's authorized communication channels; and (c) complying with applicable legal obligations. The Partner must not use User personal data for any other purpose, including marketing, profiling, or sharing with third parties, without the User's express consent obtained independently of the PawPass Platform.

11.3 Data Security

The Partner must implement and maintain appropriate technical and organizational security measures to protect User personal data against unauthorized access, disclosure, alteration, loss, or destruction. At a minimum, this includes: use of secure communication channels for data transmission; restriction of access to User data to personnel with a genuine need to access it for service delivery; and prompt notification of PawPass at office@pawpass.rs in the event of a data breach affecting User personal data received through the Platform.

11.4 Data Retention

The Partner must not retain User personal data received through the Platform beyond the period necessary to deliver the booked service and comply with applicable legal retention obligations. In no event should the Partner retain User personal data for general commercial purposes or for a period exceeding the minimum legally required retention period applicable to the service.

11.5 Data Subject Requests

Where a User exercises a data subject right (including access, erasure, rectification, or restriction) directly with the Partner in respect of data shared through the Platform, the Partner must respond to the request in accordance with applicable law. Where the Partner is unable to fulfill the request without PawPass's involvement, the Partner must notify PawPass at office@pawpass.rs within five (5) Business Days of receiving the request.

12.1 PawPass Intellectual Property

PawPass retains all right, title, and interest in and to the Platform, its software, code, design, trademarks, service marks, trade names, logos, and all other intellectual property embodied in or associated with the Platform. Nothing in this Agreement grants the Partner any ownership interest in PawPass's intellectual property. The Partner's right to use the Platform is limited to the license granted in Section 12.2.

12.2 License to Partner

Subject to the Partner's compliance with this Agreement, PawPass grants the Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform, including the Partner Dashboard, solely for the purpose of managing the Partner's Listing and Bookings in accordance with this Agreement. This license does not include any right to: (a) reproduce, distribute, or publicly display Platform content other than the Partner's own Listing; (b) modify, adapt, or create derivative works of the Platform; (c) sublicense or transfer access to the Platform; or (d) use PawPass's brand, logos, or trademarks in any manner not expressly authorized in writing.

12.3 Partner Brand Usage

PawPass may use the Partner's name, logo, and trademark in connection with displaying the Partner's Listing on the Platform, marketing PawPass's services to potential Users, and promoting the Partnership on PawPass's website, social media, and marketing materials. The Partner grants PawPass a limited, royalty-free license to use the Partner's brand assets for these purposes. The Partner may revoke this license upon termination of this Agreement, subject to a reasonable wind-down period of thirty (30) days.

13.1 Term

This Agreement commences on the date the Partner's registration is approved by PawPass and continues indefinitely until terminated by either party in accordance with this Section.

13.2 Termination by Partner

The Partner may terminate this Agreement at any time by providing thirty (30) days' written notice to PawPass at office@pawpass.rs. During the notice period, the Partner must continue to honor all confirmed Bookings with scheduled service dates falling within the notice period and must not accept new Bookings with scheduled dates beyond the termination date. Termination does not affect any outstanding financial obligations, including Payouts due to the Partner or amounts owed by the Partner to PawPass.

13.3 Termination by PawPass for Cause

PawPass may terminate this Agreement immediately upon written notice to the Partner for cause, including but not limited to:

• Material breach of this Agreement that is not remedied within seven (7) Business Days of written notice from PawPass (or is incapable of remedy).
• Fraudulent, deceptive, or dishonest conduct in connection with the Platform, Bookings, or financial transactions.
• Conduct that endangers the health, safety, or welfare of Users, their pets, or third parties.
• Repeated violation of service delivery standards, cancellation obligations, or User interaction requirements.
• Loss of a required professional license, certification, or insurance that is not remedied within ten (10) Business Days.
• Insolvency, bankruptcy, or appointment of a receiver or administrator.
• Violation of applicable law in connection with the services offered through the Platform.
• Chargeback rates or Dispute rates that exceed PawPass's risk thresholds after written warning.

13.4 Termination by PawPass Without Cause

PawPass may terminate this Agreement without cause upon sixty (60) days' written notice to the Partner. In such circumstances, PawPass will process Payouts for all Completed Bookings occurring during the notice period and will manage all active Bookings in good faith.

13.5 Effects of Termination

Upon termination of this Agreement for any reason: (a) the Partner's access to the Platform and Partner Dashboard will be revoked; (b) the Partner's Listing will be removed from the Platform; (c) all outstanding Payouts for Completed Bookings will be processed in accordance with the standard Payout schedule; (d) any amounts owed by the Partner to PawPass will become immediately due and payable; (e) the Partner must cease all use of PawPass's intellectual property and branding; and (f) all provisions that by their nature should survive termination (including Sections 9.3, 10, 11, 12.1, and 14 through 17) shall survive indefinitely.

13.6 Active Bookings at Termination

Where termination occurs and there are confirmed Bookings with scheduled service dates after the termination date, PawPass will contact affected Users and offer alternative arrangements or full refunds. Where the Partner cooperates in managing the transition of affected Bookings, PawPass may, at its discretion, honor Payouts for Bookings completed during the transition period. Where termination is for cause and the Partner's conduct exposed Users to harm, no Payout will be issued for Bookings that could not be fulfilled as a result.

15.1 Informal Resolution

Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute arising from or relating to this Agreement through good faith negotiation. Either party may initiate the informal resolution process by sending written notice to the other party identifying the dispute and the resolution sought. The parties will engage in good faith negotiations for a period of thirty (30) days following receipt of the notice before either party may escalate the dispute.

15.2 Binding Arbitration

If a dispute cannot be resolved through informal negotiation, it shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in English, and the seat of arbitration shall be Sheridan, Wyoming, United States. The decision of the arbitrator shall be final, binding, and enforceable as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys' fees, subject to the arbitrator's discretion to award costs to the prevailing party in accordance with applicable AAA rules.

15.3 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction without first pursuing arbitration, where such relief is sought to: (a) prevent actual or threatened infringement or misappropriation of intellectual property rights; (b) protect Confidential Information; or (c) recover amounts owed pursuant to Payout obligations where the amount is not genuinely disputed.

15.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict of law principles. For disputes not subject to arbitration, each party submits to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming.

15.5 International Partners

Partners established outside the United States acknowledge that this Agreement is governed by U.S. law and that arbitration will be conducted in the United States. Nothing in this Agreement limits any statutory rights that cannot be waived under mandatory applicable law in the Partner's country of establishment.

16.1 Independent Contractor Relationship

The Partner is an independent contractor of PawPass and is not an employee, agent, joint venture partner, or representative of PawPass. Nothing in this Agreement creates an employment, agency, franchise, or partnership relationship between the parties. The Partner has no authority to bind PawPass in any manner or to make representations on PawPass's behalf. PawPass has no obligation to provide the Partner with employment benefits, workers' compensation, or any other employee entitlements.

16.2 Modifications to Agreement

PawPass reserves the right to modify this Agreement at any time. Material changes will be communicated to Partners via email to the registered Partner account email address at least thirty (30) days prior to taking effect. Non-material changes may be effective upon posting of the updated Agreement to the Platform. Continued use of the Platform after the effective date of modifications constitutes acceptance of the revised Agreement. If the Partner does not agree to a modification, the Partner must terminate the Agreement before the modification takes effect.

16.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay is caused by events beyond that party's reasonable control, including but not limited to: natural disasters, pandemics, governmental actions, war, civil unrest, telecommunications outages, or actions of third-party service providers. The affected party must notify the other party promptly of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.

16.4 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable, preserving the original intent of the parties to the extent possible.

16.5 Entire Agreement

This Agreement, together with PawPass's Terms of Service, Privacy Policy, Cookie Policy, Acceptable Use Policy, and any other policies incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether oral or written.

16.6 Assignment

The Partner may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without PawPass's prior written consent. PawPass may assign this Agreement, in whole or in part, including in connection with a merger, acquisition, or sale of assets, without the Partner's consent, provided that the assignee assumes all obligations of this Agreement.

16.7 Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. No waiver of any breach shall be deemed a waiver of any subsequent breach of the same or any other provision.

16.8 Notices

All notices under this Agreement must be in writing and delivered by email. Notices to PawPass must be sent to office@pawpass.rs. Notices to the Partner will be sent to the email address registered in the Partner Dashboard. Notices are deemed received on the next Business Day following transmission, provided no automated delivery failure notice is received by the sender.

16.9 Language

This Agreement is drafted in English and shall be interpreted in English. Any translations provided are for convenience only. In the event of any conflict between the English version and a translated version, the English version shall prevail.