These Membership Terms (the “Agreement”) apply to the Groompass membership program (the “Program”), a membership-based pet health and wellness discount program offered by Pawsh Inc/Groompass (collectively, “Groopass Welness” “we,” “us,” “our”). By enrolling in the Program, you (the “Member,” “you”) agree to this Agreement. If two or more persons enroll as Members under that same account, the terms “Member” and “you” shall include each and all of those persons.
The Program is not insurance and is not intended as a substitute for insurance.
THIS AGREEMENT AUTOMATICALLY RENEWS ON AN ANNUAL BASIS UNLESS CANCELLED AS PROVIDED IN SECTION 2 BELOW. YOU AUTHORIZE GROOMPASS TO AUTOMATICALLY BILL YOUR CREDIT OR DEBIT CARD FOR APPLICABLE MEMBERSHIP FEES, INCLUDING FOR ANY AUTOMATIC RENEWALS, AS PROVIDED IN SECTION 3 BELOW.
YOU HAVE THE RIGHT TO CANCEL YOUR MEMBERSHIP WITHIN THIRTY (30) DAYS OF INITIAL ENROLLMENT ONLY AS PROVIDED IN SECTION 2.4 BELOW.
PLEASE NOTE THAT THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER PROVISION IN SECTION 11 THAT AFFECTS YOUR RIGHTS WITH RESPECT TO ANY DISPUTES. PLEASE BE SURE THAT YOU UNDERSTAND AND AGREE TO THOSE CONDITIONS BEFORE YOU ENROLL IN THE PROGRAM.
1. MEMBERSHIP BENEFITS AND TERMS
1.1 Per-Pet Enrollment. Membership benefits, including the Discount, are provided to dogs and cats only on a “per-pet” basis for the individual dog or cat identified at the time of enrollment in the Program (the “Pet”). Members may enroll one or more additional Pets in the Program by paying an additional Membership Fee (as defined below) for each such additional Pet to be enrolled. Membership benefits are only available for the Pet(s) enrolled in the Program and are not transferable. Using or attempting to use Membership benefits, including the Discount, for a pet other than the Pet(s) enrolled in the Program is a breach of this Agreement and may result in immediate termination of your Membership without refund.
1.2 Membership Benefits. Members receive the following benefits during the Term, subject to certain limitations and restrictions, for each Pet (collectively, the “Discount”): (a) unlimited Thrive Pet Healthcare “Nose-to-Tail” pet exam services for the enrolled Pet(s) (the “Exam Services”); (b) ten percent (10%) off the listed prices (exclusive of any other sales, discounts, or promotions, except where explicitly permitted) for veterinary services for the enrolled Pet(s) (collectively with the Exam Services, the “Services”), but excluding those services set forth in the Appendix at the end (which we may update from time to time); and (c) Five Dollar ($5.00) nail trims for the enrolled Pet(s) (basic/entry level trims only). Thrive Pet Healthcare reserves the right to offer additional discounts or promotions, to Members and non-Members, from time to time.
1.3 Use of the Discount. In order to ensure the receipt of Member benefits, including the Discount, Members must be present and identify themselves as a Member at the time of check-in, purchase, or order. The Discount only applies to purchases at participating Thrive Pet Healthcare locations and does not apply to any purchases of goods or services through Petco or any other unaffiliated third party (including, without limitation, any training, boarding, or grooming fees incurred at facilities owned and/or operated by Petco). Thrive Pet Healthcare reserves the right to take steps to limit the use of the Member benefits, including the Discount, in the event Thrive Pet Healthcare reasonably believes, in its sole discretion, that the applicable Member has violated or engaged in abuse of the Program or the Discount or has breached this Agreement. This may include, without limitation, limiting the use of the Discount to a single person, household, or credit card during a given period, terminating enrollment in the Program, or other lawful steps.
1.4 Pricing. Pricing for the Services, including application of the Discount, is calculated at the time of purchase. Prices and availability information are subject to change without notice. Unless otherwise noted, prices do not include taxes or delivery costs, where applicable, which you agree to pay upon ordering and/or purchasing the Services. Member understands and acknowledges that any advertised savings under the Program assume utilization of a variety of Services included under the Program, and that actual savings may vary based on a variety of factors, including the frequency of use and the type and quantity of Services purchased using the Discount.
2. TERM, RENEWAL, AND TERMINATION
2.1 Term. Enrollment in the Program becomes effective on the date of enrollment and lasts for an initial twelve (12) month term (the “Initial Term”). If multiple Pets are associated with a single Member account, the Initial Term and any Renewal Terms for a given Pet are calculated independently and will begin on the date the Membership Fee is paid for such Pet.
2.2 Automatic Renewal. Upon expiration of the Initial Term, enrollment in the Program will automatically renew for additional twelve (12) month terms on an annual basis (each a “Renewal Term”) at the then effective Membership Fee unless Member notifies Thrive Pet Healthcare at least fourteen (14) business days prior to a Renewal Term of Member’s intent to cancel their enrollment in the Program for the applicable Pet. Except as noted in Section 2.4 below, canceling enrollment will not entitle Member to a refund of any fees already paid.
2.3 Cancellation. Cancellation notices may be sent via mail and/or email to:
Thrive Pet Healthcare
Attn: Thrive Plus™ Membership
800 W Cesar Chavez Street #B-100
Austin, TX 78701
2.4 Cancellation by Member. Member may cancel enrollment in the Program within thirty (30) days of initial enrollment without penalty, and receive a refund of any prepaid Membership Fees, if such Member has not utilized the Discount or any other Program benefits. If a Member cancels after utilizing the Discount or any other Program benefits, to the extent permitted by law, Thrive Pet Healthcare reserves the right to offset the value of the Program benefits received against any refund, and, if the value of the Program benefits received exceeds the amount to be refunded, to the extent permitted by law, Thrive Pet Healthcare reserves the right to bill you for such excess. Furthermore, if a Member cancels the Membership other than as expressly permitted herein, Thrive Pet Healthcare reserves the right to charge the Member the full remaining Membership Fees due for the remaining term of the Membership. A Member may also cancel enrollment in the Program if the Pet dies or if the Member moves more than fifty (50) miles from a participating THRIVE location.
2.5 Cancellation by Thrive Pet Healthcare. Thrive Pet Healthcare reserves the right to cancel or discontinue the Program upon notice, including in specific jurisdictions, and refund any Membership Fees for the then-current Initial or Renewal Term.
3.1 Payment Information. By enrolling in the Program, you may be asked to supply certain information relevant to your payment of the applicable fees, such as your credit card number, the expiration date of your credit card, your billing address, or other payment information (e.g., ApplePay, GooglePay, AmazonPay, etc.). You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilized in connection with any transaction related to the Program. By submitting such information, you grant Thrive Pet Healthcare the right to provide such information to third parties for purposes of facilitating the completion of the applicable transactions.
3.2 Membership Fees. Enrollment in the Program is billed monthly in advance on a per-Pet basis. The Member authorizes Thrive Pet Healthcare to charge the credit card on file for all fees associated with enrollment in the Program and automatic renewals (“Membership Fees”), or, if Thrive Pet Healthcare is unable to complete payment using such card, to any other credit card Thrive Pet Healthcare may have on file associated with a Member’s account. If a Member’s credit card, payment, or billing information changes, they must promptly notify Thrive Pet Healthcare to ensure that there is not a lapse in enrollment or loss of Membership benefits. Thrive Pet Healthcare reserves the right to adjust Membership Fees from time to time and will use commercially reasonable efforts to notify Members of any change to Membership Fees using customary communication and notice methods.
3.3 Late Payments and Collection. By enrolling in the Program, you agree to pay in full for all Services and other items you purchase and/or order from Thrive Pet Healthcare. Late payment fees of the lesser of (a) 1.5% per month or (b) the maximum amount permitted by applicable law may be assessed for all amounts past due for more than thirty (30) days. Should Thrive Pet Healthcare hire an attorney or collection agency to secure payment of any amount due, you will be responsible for paying all reasonable attorneys’ fees and costs associated with collection of such past due amounts.
4. NO MEDICAL OR VETERINARY ADVICE
4.1 No veterinary-patient relationship is created by enrolling in, using, or interacting with Thrive Pet Healthcare about the Program. Thrive Pet Healthcare shall not owe any duty of care in respect of any of the foregoing.
4.2 WHILE THRIVE PET HEALTHCARE USES LICENSED VETERINARIANS TO PROVIDE VETERINARY SERVICES IN ITS CLINICS, THRIVE PET HEALTHCARE DOES NOT ITSELF PROVIDE PROFESSIONAL VETERINARY OR MEDICAL DIAGNOSIS, TREATMENT OR ADVICE OF ANY KIND THROUGH THE PROGRAM OR ENROLLMENT THEREIN.
4.3 The provision of the Program should not be construed as the practice of medicine or veterinary medicine by Thrive Pet Healthcare or professional veterinary or medical advice, diagnosis or treatment of any kind. Thrive Pet Healthcare shall not be responsible for any advice or information obtained through or due to your use of the Program.
4.4 Please consult your veterinarian or other qualified health provider if you have any questions about a pet’s medical condition or before providing any drug to a pet, changing a pet’s diet, or starting or stopping any course of treatment for a pet. You should not disregard medical advice or delay seeking medical advice as a result of any information that does not come directly from your veterinary professional, and it is your responsibility to review and confirm any such information with your medical or veterinary professional prior to relying on it.
5.1 THE PROGRAM, THE DISCOUNT, AND ALL THE GOODS AND SERVICES ASSOCIATED THEREWITH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR TITLE; (2) ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY, OPERATION, OR USE OF THE PROGRAM; AND (3) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
5.2 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THRIVE PET HEALTHCARE PROVIDES NO WARRANTY THAT THE PROGRAM OR CONTENT OR INFORMATION PROVIDED ABOUT OR THROUGH THE PROGRAM, NOR ANY OF THE GOODS AND SERVICES, SATISFY GOVERNMENT REGULATIONS REQUIRING DISCLOSURE ON PRESCRIPTION DRUG PRODUCTS, AND HEREBY DISCLAIMS ANY SUCH WARRANTY.
5.3 THRIVE PET HEALTHCARE SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING OUT OF OR RELATING TO ANY GOODS OR SERVICES PROVIDED UNDER OR IN RELATION TO THE PROGRAM OR OTHERWISE, WHETHER BASED ON ANY INCOMPLETE OR INACCURATE INFORMATION FURNISHED BY YOU OR OTHERWISE, AND YOU ACKNOWLEDGE THAT THE GOODS AND SERVICES ARE NOT PROVIDED BY THRIVE PET HEALTHCARE.
6. LIMITATIONS OF LIABILITY
6.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THRIVE PET HEALTHCARE, ITS AFFILIATES, NOR ANY OF ITS OR THEIR THIRD PARTY PROVIDERS OR LICENSORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF THRIVE PET HEALTHCARE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PROVISION OF THE PROGRAM OR ANY GOODS AND SERVICES, NOR WILL THRIVE PET HEALTHCARE, ITS AFFILIATES, OR ANY OF ITS OR THEIR THIRD PARTY PROVIDERS OR LICENSORS BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, ERRORS, DEFECTS, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND THEIR REASONABLE CONTROL. 6.2 FURTHER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THRIVE PET HEALTHCARE, ITS AFFILIATES, AND ITS OR THEIR THIRD PARTY PROVIDERS OR LICENSORS FOR A CLAIM ARISING UNDER THIS AGREEMENT OR THE PROGRAM SHALL BE LIMITED TO THE AMOUNTS PAID FOR ENROLLMENT IN THE PROGRAM IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIM.
7.1 To the extent permitted by applicable law, you agree to indemnify and hold Thrive Pet Healthcare, its affiliates, and its and their affiliates, members, officers, directors, managers, partners, employees, consultants, temporary resources, agents, suppliers, providers, contractors, subcontractors, successors, transferees, and assignees harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees, disbursements and court costs, including any incurred in enforcement of this indemnification provision) arising from or in connection with (1) your violation of this Agreement; (2) any incorrect, incomplete, or inadequate information provided by you to Thrive Pet Healthcare, including without limitation payment information; (3) your negligence or willful misconduct, or (4) your violation of any rights of any third party.
8. EXCUSABLE DELAY
8.1 Neither Thrive Pet Healthcare nor its affiliates shall be liable to you for failure or delay in the performance of any terms and conditions hereof, when such failure or delay is due to causes beyond the reasonable control of such party and without its fault or negligence, such causes including, but without being limited to, labor disputes, power failures, service interruptions, riots, civil unrest, pandemics, terrorist or criminal actions, and/or government action.
9. YOUR PRIVACY
9.1 Member acknowledges and agrees that by participating in the Program, Thrive Pet Healthcare may receive certain information about Member, including personal information. To understand how Thrive Pet Healthcare collects, uses and safeguards your personal information, please review Thrive Pet Healthcare’s Privacy Statement at https://www.thrivepetcare.com/privacy,which is expressly incorporated into this Agreement.
9.2 In addition, except as permitted or required by applicable law, Thrive Pet Healthcare will not disclose your identity as a Member of the Program, nor your purchases of Services under the Program, to third parties other than Thrive Pet Healthcare’s officers, managers, employees, vendors, agents, or consultants without your consent.
9.3 Notwithstanding anything to the contrary contained herein, Member acknowledges and agrees that Thrive Pet Healthcare may collect or generate Aggregate Data in connection with the Program and Services, and Member hereby grants Thrive Pet Healthcare and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data for any lawful purpose. “Aggregate Data” means any all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials (“Content”) that has been aggregated with Content from other individuals or otherwise de-identified in a manner that does not allow such Content to be reasonably separated from the aggregate Content and reasonably identified as originating from Member.
10.1 This Agreement is governed and interpreted pursuant to the laws of the State of Texas, United States of America, notwithstanding any principles of conflicts of law. Thrive Pet Healthcare makes no representation that the Program is applicable or appropriate for use in all locations. If you use the Program from other locations, you are responsible for compliance with applicable local laws.
10.2 The failure of Thrive Pet Healthcare to exercise or enforce any right or provision set forth herein shall not constitute a waiver of such right or provision.
11. DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER
11.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
11.2 If you take legal action relating to this Agreement or your interactions with or relationship to Thrive Pet Healthcare that is not subject to arbitration as provided below, you agree to file such action only in the state and federal courts located in Travis County, Texas and waive any objection you may have to the venue or forum.
11.3 Any dispute, controversy or claim between you and Thrive Pet Healthcare arising out of or relating to this Agreement, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of the Agreement (collectively, “Claims”), will be settled by binding arbitration in Travis County, Texas under the Consumer Arbitration Rules of the American Arbitration Association (“AAA“) and administered by the AAA, except that you may assert controversies or claims in small claims court (defined for the purposes of this Agreement as a court of limited jurisdiction that may only hear claims not exceeding $5,000) if your claims are within the court’s jurisdiction. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than One Million Dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be (i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, (ii) an individual with at least five (5) years of experience as an arbitrator, and (iii) on the roster of neutrals of the AAA or similar nationally recognized ADR organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, THRIVE and you shall each select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by THRIVE and you are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. Notwithstanding this arbitration provision, THRIVE may seek emergency, temporary, or preliminary injunctive relief from a competent court of law or equity pending the final ruling of the arbitrator(s), without any requirement to post bond, to prevent irreparable harm arising from any unlawful acts by you.
12. AMENDMENTS AND MODIFICATIONS
12.1 Thrive Pet Healthcare reserves the right, to add to, change, update, or modify this Agreement at any time upon notice to you, including, without limitation, by posting notice on Thrive Pet Healthcare’s website. Any such addition, change, update or modification shall be effective upon the giving of such notice.
12.2 Thrive Pet Healthcare reserves the right to modify, suspend or discontinue the Program or any product or service to which it connects, with or without notice, and Thrive Pet Healthcare shall not be liable to you or to any third party for any such modification, suspension or discontinuance. Thrive Pet Healthcare may at its sole discretion from time to time develop updates and other modifications to improve the Program or related products or services.
13.1 You may not assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, without the written consent of Thrive Pet Healthcare, and any such assignment in violation of this Agreement shall be null and void.
14.2 If two or more persons sign this Agreement as Members, they will be jointly and severally liable under this Agreement, including without limitation for all amounts payable hereunder.
14.3 You certify that you are eighteen (18) years old or older and are able and competent to give Thrive Pet Healthcare rights as detailed in this Agreement, and to comply with the Agreement. The Program is not intended for individuals under the age of eighteen (18), and individuals under the age of eighteen (18) are not permitted to enroll in the Program.
14.4 This Agreement sets forth the entire understanding between you and Thrive Pet Healthcare with respect to the subject matter hereof and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and Thrive Pet Healthcare with respect to such subject matter. If any part of this Agreement is found to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.
14.5 The failure of Thrive Pet Healthcare to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
15. CONTACT INFORMATION
Questions regarding the Agreement or the Program should be directed to:
Thrive Pet Healthcare Attn:
Thrive Plus™ Membership
800 W Cesar Chavez Street #B-100
Austin, TX 78701
Membership Benefits - Excluded Services
The following services are not eligible for the 10% off Discount:
For questions about whether a service qualifies for the Discount, please contact email@example.com.