Terms of Service

The following terms and conditions (the "Terms" or "Agreement") govern all use of the Woof platform, website (woof.net), Client Portal, and all related content, services, applications, and products (collectively, the "Services"). Your agreement is with Scorpion Group Inc. (Canada) ("Woof," "we," "us," or "our").

By accessing or using any part of the Services, you agree to be bound by these Terms, including the Data Processing terms (Part B) and Acceptable Use Policy (Part C) incorporated herein. If you do not agree to all of these Terms, you may not access or use any of the Services.

Part A: Terms of Service

1. Definitions

"Business Customer" means any pet business entity (including but not limited to boarding facilities, grooming salons, daycare providers, therapy providers, retail establishments, veterinary practices, and training facilities) that subscribes to and uses the Woof platform.

"Client Portal" means the customer-facing web application that Business Customers may use to allow their Pet Owners to interact with the Business Customer, including for online booking, payments, communications, and accessing pet records.

"Pet Owner" means any individual who uses the Client Portal to interact with a Business Customer.

"Business Customer Data" means all data, content, and information submitted, uploaded, or generated by or on behalf of a Business Customer through the Services, including pet records, client information, booking records, financial data, and business configurations.

"Pet Owner Data" means all data, content, and information submitted by or collected from Pet Owners through the Client Portal, including personal information, pet information, payment information, booking history, and communications.

"Platform" means the Woof software-as-a-service platform, including all features, tools, integrations, APIs, and associated infrastructure.

"Content" means any text, images, photos, videos, audio, data, or other materials posted, uploaded, or otherwise made available through the Services.

2. Account Registration and Security

Use of the Services requires a Woof account. You agree to provide complete and accurate information when registering and to keep such information up to date. You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account. You must immediately notify Woof of any unauthorized use of your account. Woof will not be liable for any loss or damage arising from your failure to comply with this section.

If you are registering on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

3. Description of Services

Woof provides a cloud-based software platform designed to help pet businesses manage their operations, including but not limited to appointment scheduling, client management, pet records, point-of-sale, inventory management, staff management, reporting, and online booking through the Client Portal. The specific features available to you depend on your subscription plan.

Woof reserves the right to modify, update, or discontinue any feature or aspect of the Services at any time. We will use commercially reasonable efforts to provide advance notice of material changes.

4. Subscription, Payment, and Renewal

4.1 Subscription Fees

Woof is a paid service. By subscribing, you agree to pay the applicable monthly or annual subscription fees as indicated at the time of sign-up. Payments are charged on a pre-pay basis on the day you sign up.

4.2 Automatic Renewal

Unless you notify Woof before the end of your current subscription period that you wish to cancel, your subscription will automatically renew for successive periods of the same duration, and you authorize us to charge the then-applicable subscription fee (plus any applicable taxes) using the payment method on file. You may cancel at any time by contacting Woof.

4.3 Late Fees

If any subscription payment is overdue for more than thirty (30) days, a late fee of four percent (4%) per month shall be applied to the outstanding balance.

4.4 Price Changes

Woof may change its subscription fees upon thirty (30) days' prior written notice. Any fee change will take effect at the start of your next renewal period.

4.5 Taxes

All fees are exclusive of applicable taxes (including GST, HST, PST, sales tax, VAT, or similar). You are responsible for paying all applicable taxes, except for taxes based on Woof's net income.

4.6 Refunds

Subscription fees are non-refundable except as expressly set forth in these Terms or as required by applicable law.

5. Payment Processing

5.1 Third-Party Payment Processing

Payment processing services are provided by third-party payment processors (each, a "Payment Processor"). By using the payment features, you agree to be bound by the applicable Payment Processor's terms of service. Woof is not a payment processor and does not directly handle, process, or store credit card numbers or bank account details.

5.2 Business Customer Payment Responsibilities

Business Customers are solely responsible for: (a) ensuring compliance with all applicable payment card industry data security standards (PCI-DSS); (b) the accuracy of pricing and charges presented to Pet Owners; (c) handling all disputes, chargebacks, and refund requests from Pet Owners; and (d) complying with all applicable consumer protection laws related to payment collection.

5.3 Chargebacks and Disputes

Business Customers are solely responsible for all chargebacks, payment disputes, and related fees arising from transactions processed through the Platform. Woof may deduct chargeback amounts and associated fees from the Business Customer's account or future payouts. Excessive chargebacks may result in suspension or termination of payment processing capabilities.

5.4 Woof's Role

Woof facilitates payment transactions between Business Customers and Pet Owners but is not a party to any transaction between them. Woof shall not be liable for any failed, delayed, or erroneous transactions.

6. Data Ownership and Responsibilities

6.1 Business Customer Data Ownership

As between Woof and the Business Customer, the Business Customer retains all right, title, and interest in and to all Business Customer Data. Woof acquires no ownership rights in Business Customer Data.

6.2 License to Woof

Business Customers grant Woof a limited, worldwide, non-exclusive, non-transferable license to access, use, reproduce, store, process, transmit, display, and format Business Customer Data and Pet Owner Data solely for the purposes of: (a) providing, maintaining, and improving the Services; (b) providing technical support; and (c) complying with applicable law. Woof may also use data in anonymized and aggregated form for improving the Platform, provided that such use does not identify any individual Business Customer, Pet Owner, or pet.

6.3 Business Customer Data Responsibilities

Business Customers are solely responsible for: (a) the accuracy, quality, integrity, and legality of all data collected through their use of the Services; (b) obtaining all necessary consents and providing all required notices to Pet Owners regarding the collection, use, and processing of their data; (c) ensuring compliance with all applicable privacy laws, including PIPEDA, provincial privacy legislation, and where applicable, GDPR and CCPA/CPRA; and (d) maintaining their own backup copies of Business Customer Data.

6.4 Pet Owner Data

Pet Owner Data collected through the Client Portal is collected on behalf of the Business Customer. The Business Customer is the data controller with respect to Pet Owner Data, and Woof acts as a data processor on behalf of the Business Customer. The terms of data processing are detailed in Part B of this Agreement.

6.5 Data Portability

Upon written request and subject to payment of any outstanding fees, Woof will make core customer and pet profile data available for export in a commonly used, machine-readable format within thirty (30) days.

6.6 Data Deletion

Upon termination of a Business Customer's account, Woof will retain data for thirty (30) days for export purposes. After this period, Woof will delete or anonymize such data within a commercially reasonable timeframe, except where retention is required by applicable law.

7. Content and Conduct

You are entirely responsible for all Content you post or make available through the Services. Woof has the right (but not the obligation) to refuse or remove any Content that violates these Terms or is otherwise harmful or objectionable, and to terminate or deny access to the Services to any individual or entity for any reason.

8. Intellectual Property

This Agreement does not transfer any Woof or third-party intellectual property to you. All right, title, and interest in the Platform, Services, and all related intellectual property shall remain solely with Woof. "Woof," the Woof logo, and all related names, logos, and designs are trademarks of Woof or its licensors. You are not granted any right to use any of Woof's trademarks without prior written consent.

9. Client Portal Specific Terms

9.1 Business Customer Obligations

Business Customers who enable the Client Portal are responsible for: (a) ensuring compliance with all applicable laws and regulations; (b) the accuracy of all service descriptions, pricing, and information presented to Pet Owners; (c) providing their own terms of service and privacy policy to Pet Owners and obtaining all necessary consents; (d) fulfilling all bookings and transactions made through the Client Portal; and (e) handling all customer service inquiries, complaints, and disputes with Pet Owners.

9.2 No Agency Relationship

Woof is not an agent, representative, or partner of any Business Customer. Woof is not a party to any agreement between a Business Customer and a Pet Owner, and Woof has no liability for any acts or omissions of any Business Customer.

9.3 Client Portal Branding

Business Customers may customize the appearance of their Client Portal in accordance with available branding options. Business Customers shall not remove or obscure any "Powered by Woof" branding unless expressly authorized under their subscription plan.

10. Service Availability

Woof will use commercially reasonable efforts to make the Services available 24/7, excluding scheduled maintenance. Woof does not guarantee that the Services will be uninterrupted, error-free, or free of harmful components. Scheduled maintenance will be communicated in advance when practicable.

11. Indemnification

11.1 Indemnification by Business Customer

You (the Business Customer) agree to indemnify, defend, and hold harmless Woof, its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers (collectively, the "Woof Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of or relating to:

Your use of the Services or any activity under your account; any Content you post, upload, or make available through the Services; your violation of these Terms, any applicable law, regulation, or any third-party rights; any claim by a Pet Owner or any third party arising from the services you provide, your business practices, or your use of the Client Portal, including claims related to the quality, safety, or suitability of pet care services; any data breach, data loss, or unauthorized access to or disclosure of Pet Owner Data or Business Customer Data caused by your acts, omissions, or negligence, or those of your employees, agents, or contractors; your failure to comply with any applicable privacy, data protection, or consumer protection law, including PIPEDA, GDPR, CCPA/CPRA, or any provincial privacy legislation; any payment disputes, chargebacks, refund claims, or fraud arising from transactions between you and your Pet Owners; any claim that your Content, branding, or materials used through the Services infringe or misappropriate the intellectual property rights of any third party; any injury, illness, death, or property damage to any pet, Pet Owner, or third party arising from the services you provide, regardless of whether booked through the Platform; any employment or labor disputes involving your employees, contractors, or agents who access the Services on your behalf; and your failure to maintain adequate insurance coverage for your business operations.

11.2 Indemnification Procedure

Woof will promptly notify you of any Claim subject to indemnification (provided that failure to provide timely notice shall not relieve you of your indemnification obligations except to the extent materially prejudiced). You shall have the right to assume control of the defense with counsel of your choosing (subject to Woof's reasonable approval). Woof reserves the right to participate in the defense at its own expense. You shall not settle any Claim that imposes obligations on Woof or admits liability on behalf of Woof without Woof's prior written consent.

11.3 Insurance Requirements

Business Customers shall maintain commercially reasonable insurance coverage appropriate for their business operations, including general liability insurance and professional liability insurance where applicable. Woof reserves the right to request proof of insurance coverage.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WOOF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WOOF SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF THE LEGAL THEORY AND REGARDLESS OF WHETHER WOOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WOOF'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO WOOF DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Termination

14.1 Termination by You

You may terminate your account at any time by contacting Woof. Termination will be effective at the end of your current billing period. No refunds will be issued for unused portions.

14.2 Termination by Woof

Woof may suspend or terminate your access at any time, with or without cause, with or without notice, effective immediately. Grounds include breach of these Terms, failure to pay fees, harmful conduct, or use that may create legal liability for Woof.

14.3 Effect of Termination

Upon termination: (a) your right to access the Services ceases immediately; (b) you remain liable for all fees owed; (c) Woof will retain your data for thirty (30) days for export; and (d) all provisions that by their nature should survive termination shall survive, including Sections 6, 8, 11, 12, 13, and 16.

15. Changes to Terms

Woof reserves the right to modify these Terms at any time. Material changes will be communicated at least thirty (30) days before taking effect. Continued use after the effective date constitutes acceptance.

16. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the Province of Alberta, Canada, without regard to conflict of law provisions. Disputes shall be settled by arbitration administered by the ADR Institute of Alberta ("ADRIA") in Calgary, Alberta, in English. The prevailing party shall be entitled to recover reasonable costs and attorneys' fees.

17. Force Majeure

Woof shall not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, cyberattacks, or failures of third-party service providers.

18. General Provisions

These Terms constitute the entire agreement between you and Woof regarding the Services. You may not assign your rights without Woof's prior written consent. Woof may freely assign its rights. If any provision is held invalid, the remaining provisions remain in full force. Failure to enforce any provision shall not constitute a waiver. All notices to Woof shall be sent to [INSERT ADDRESS/EMAIL].

Part B: Data Processing Agreement

This section governs Woof's processing of Personal Data on behalf of the Business Customer ("Controller"). Woof acts as the data Processor.

19. Definitions

"Personal Data" means any information relating to an identified or identifiable natural person processed by Woof on behalf of the Controller. "Processing" means any operation performed on Personal Data. "Sub-processor" means any third party engaged by Woof to process Personal Data on behalf of the Controller. "Data Breach" means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.

20. Scope and Purpose

Woof processes Personal Data solely for providing the Services, including: hosting and storing Business Customer Data and Pet Owner Data; processing bookings, appointments, and transactions; facilitating communications; generating reports and analytics; and providing customer support.

21. Controller Obligations

The Controller shall: (a) ensure that the processing of Personal Data is lawful and that all necessary consents have been obtained; (b) provide Woof with clear instructions regarding processing; (c) comply with all applicable data protection laws; and (d) ensure that Personal Data provided is accurate and up to date.

22. Processor Obligations

Woof shall: (a) process Personal Data only on documented instructions from the Controller, unless required by law; (b) ensure that authorized persons are subject to confidentiality obligations; (c) implement appropriate technical and organizational security measures; (d) assist the Controller in responding to data subject requests; (e) assist with data breach notification obligations; (f) delete or return all Personal Data upon termination, subject to retention terms; and (g) make available information necessary to demonstrate compliance.

23. Sub-processors

The Controller grants Woof general authorization to engage Sub-processors. Woof will maintain a list of current Sub-processors available upon request and will notify the Controller at least thirty (30) days before engaging a new Sub-processor. If the Controller objects, it may terminate the affected Services. Woof shall impose data protection obligations on Sub-processors no less protective than those in this Agreement.

24. Security Measures

Woof shall implement and maintain appropriate measures including: encryption in transit (TLS 1.2+) and at rest; access controls and authentication; regular security testing; incident detection and response; employee security training; physical security of data centers; and regular backup and disaster recovery procedures.

25. Data Breach Response

Woof shall notify the Controller without undue delay (and within seventy-two (72) hours) after becoming aware of a Data Breach. Notification shall include: the nature of the breach; categories and approximate number of affected data subjects and records; likely consequences; and measures taken or proposed. Woof shall cooperate in investigating, mitigating, and meeting regulatory notification requirements.

26. Data Subject Rights

Woof shall assist the Controller in fulfilling data subject requests (including access, rectification, erasure, restriction, portability, and objection) by providing appropriate technical and organizational measures.

27. International Transfers

Woof shall not transfer Personal Data outside of Canada or the EEA without ensuring appropriate safeguards are in place, including standard contractual clauses or other approved transfer mechanisms.

28. Audit Rights

Woof shall make available to the Controller, upon reasonable request and at the Controller's expense, information necessary to demonstrate compliance. Woof shall allow audits conducted by the Controller or its mandated auditor, subject to reasonable advance notice and confidentiality. Audits are limited to once per year unless a Data Breach has occurred.

Part C: Acceptable Use Policy

This section applies to all users of the Woof Services. Violation may result in suspension or termination.

29. Prohibited Uses

You may not use the Services to: (a) violate any applicable law, regulation, or industry standard; (b) infringe intellectual property or privacy rights; (c) transmit unlawful, harassing, defamatory, abusive, or harmful material; (d) transmit malware or harmful code; (e) interfere with or disrupt the Services; (f) attempt to gain unauthorized access to any systems; (g) send spam, phishing, or unsolicited communications; (h) collect personal data in violation of privacy laws; (i) process transactions for illegal goods or services; (j) impersonate any person or entity; (k) engage in or facilitate animal cruelty, abuse, neglect, or illegal activity involving animals; or (l) use the Services for any purpose not reasonably intended by Woof.

30. Responsible Use of Pet Data

Given the sensitive nature of pet health and welfare data, users must: (a) ensure pet records and health information are accurate and up to date; (b) not use pet health data for any purpose other than providing pet care services; (c) maintain confidentiality of pet medical records in accordance with applicable laws; and (d) not share pet owner personal information or pet records with unauthorized third parties.

31. Resource Usage

You may not use the Services in a manner that consumes disproportionate resources or adversely affects performance for other users. Woof reserves the right to limit or throttle excessive usage.

32. Enforcement

Woof reserves the right to investigate suspected violations and take appropriate action, including warnings, suspension, termination, content removal, and reporting to law enforcement.