Terms of Service

1.1 Identity of Operator. The PawsGrad platform (“PawsGrad,” the “Platform,” “we,” “us,” or “our”) is operated by Hali Space, Inc., a Delaware corporation doing business as PawsGrad. All references to “PawsGrad” in these Terms refer to Hali Space, Inc. and its officers, directors, shareholders, employees, agents, affiliates, successors, and assigns, collectively.

1.2 Technology Marketplace Only. PawsGrad is a technology platform and student professional network that operates an online marketplace enabling pet owners (“Owners”) to connect with independent student pet care providers (“Sitters”). PawsGrad’s core business is the operation of technology infrastructure and a student professional network — not the provision of pet care services. PawsGrad does not itself provide, perform, supervise, direct, or control any pet care services, does not employ Sitters, and does not operate as a pet care agency, pet sitting company, kennel, boarding facility, or veterinary services provider of any kind.

1.3 No Employment or Agency Relationship. Sitters are independent contractors who provide pet care services directly to Owners. PawsGrad is not a party to, and bears no responsibility under, any service agreement between an Owner and a Sitter. The relationship between PawsGrad and any Sitter does not constitute an employment, agency, joint venture, partnership, or franchise relationship under any applicable law.

1.4 Pilot Program. The Platform is in an early pilot phase. All features, policies, and practices are subject to substantial change without prior notice. Protections available in future commercial versions of the Platform are not available during the pilot phase unless expressly stated in these Terms.

2.1 Binding Agreement. By accessing or using the Platform in any way — including visiting the website, submitting a waitlist or intake form, communicating with PawsGrad staff, or receiving a Sitter introduction — you (“User”) unconditionally agree to be legally bound by these Terms of Service (“Terms”) and our Privacy Policy. If you do not agree, you must immediately cease all use of the Platform.

2.2 Consideration. Your access to the Platform, including the matching and introduction services provided at no charge during the pilot phase, constitutes adequate and sufficient consideration for these Terms, including the liability limitations and arbitration agreement herein.

2.3 Legal Capacity. You represent that you are at least 18 years of age, possess full legal capacity to enter binding contracts, and are not prohibited from using the Platform under applicable law.

2.4 Modifications. PawsGrad reserves the right to modify these Terms at any time. Material changes will be communicated by email or platform notice. Continued use of the Platform after the effective date of any modification constitutes acceptance of the updated Terms. If you do not agree to any modification, your sole remedy is to cease use of the Platform.

2.5 No Reliance. You acknowledge that you are not relying on any oral or written representation, promise, warranty, or statement made by PawsGrad or its representatives — including in marketing materials, email communications, or social media — other than what is expressly set forth in these Terms.

2.6 Marketing Communications Not Binding. No statement, promotion, or representation made by PawsGrad in any marketing material, social media post, email campaign, waitlist communication, or informal communication — including without limitation any reference to “founding member” benefits, fee structures, percentage rates, or service commitments — constitutes a binding contractual obligation or modifies these Terms in any way. Only written terms expressly incorporated into these Terms of Service create enforceable obligations. Any fee-related marketing representation is subject to the fee modification rights set forth in Section 10.6.

3.1 Owner Eligibility. To use the Platform as a pet Owner, you must be at least 18 years of age and provide accurate, complete, and current information about yourself and your pet(s), including all information requested in any intake or disclosure form.

3.2 Sitter Eligibility. To register as a Sitter, you must at all times: (a) be actively enrolled as a student in a veterinary medicine, animal science, or closely related accredited degree program; (b) hold and provide a valid institutional .edu email address from that institution; (c) be at least 18 years of age; (d) have legal authorization to perform work in the United States in your jurisdiction; and (e) pass any eligibility checks PawsGrad requires from time to time in its sole and absolute discretion.

3.3 Accuracy of Information. All Users must provide true, complete, accurate, and current information at registration and throughout their use of the Platform. Any material change in your circumstances (including, for Sitters, change in enrollment status) must be promptly disclosed. PawsGrad may terminate any account based on inaccurate, misleading, incomplete, or fraudulent information, without notice and without liability.

3.4 Verification Disclaimer. While PawsGrad verifies .edu institutional email addresses and reviews program enrollment information provided by Sitters, PawsGrad expressly does notrepresent, warrant, or guarantee the following, and no User should rely on the Platform’s verification process as evidence of: (a) any Sitter’s professional licenses, certifications, or veterinary credentials; (b) any Sitter’s academic standing, grades, or performance; (c) any Sitter’s criminal history, background, or character; (d) any Sitter’s psychological fitness or suitability for pet care; (e) any Sitter’s fitness to care for any specific animal, breed, or condition; or (f) any Sitter’s prior employment history or references. Educational enrollment verification is an administrative check only and constitutes no warranty of any kind regarding Sitter competence or suitability.

3.5 No Criminal Background Checks. PAWSGRAD EXPRESSLY DOES NOT CONDUCT, OBTAIN, OR REVIEW CRIMINAL BACKGROUND CHECKS, SEX OFFENDER REGISTRY CHECKS, FINGERPRINTING, OR ANY OTHER FORM OF CRIMINAL HISTORY INVESTIGATION ON ANY SITTER, OWNER, OR OTHER USER OF THE PLATFORM. The verification described in Section 3.4 is limited solely to confirming a valid .edu institutional email address and reviewing self-reported enrollment information submitted by the Sitter. OWNERS ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR CONDUCTING WHATEVER BACKGROUND INVESTIGATION, CHARACTER ASSESSMENT, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THE OWNER DEEMS NECESSARY OR APPROPRIATE BEFORE PERMITTING ANY SITTER ACCESS TO THEIR PETS, HOME, PROPERTY, CHILDREN, OR PERSONAL INFORMATION. PawsGrad’s absence of background checks shall not be used as a basis for any claim against PawsGrad and shall not be construed as a representation regarding any Sitter’s character, fitness, or trustworthiness.

4.1 Independent Contractor Status. Sitters using the Platform are self-employed independent contractors. Nothing in these Terms creates or implies an employment, agency, joint venture, partnership, or franchise relationship between PawsGrad and any Sitter. This status is an essential term of these Terms, without which PawsGrad would not provide access to the Platform.

4.2 Sitter Autonomy and Independence. As a Sitter, you expressly acknowledge and agree that: (a) you are free to perform pet care services for any other person, company, or platform, including PawsGrad’s competitors, without restriction; (b) you set your own rates, hours, and availability without direction from PawsGrad; (c) you have the absolute, unconditional right to decline, reject, or withdraw from any pet care engagement for any reason or no reason at any time; (d) PawsGrad does not set, direct, or control the specific methods, timing, location, or manner of any pet care service you provide; and (e) you are engaged in an independently established occupation, profession, or business of providing pet care services.

4.3 California Law. PawsGrad acknowledges the applicability of California Assembly Bill 5 (AB5, California Labor Code §2775 et seq.) and Business and Professions Code §7451 to the extent applicable to its operations. PawsGrad intends to structure Sitter relationships in compliance with applicable California law. Sitters are encouraged to consult with an employment attorney or the California Labor Commissioner regarding their classification rights. Nothing in these Terms waives any non-waivable rights Sitters may have under California law.

4.4 No Employment Benefits or Withholding. Sitters are not entitled to receive from PawsGrad any workers’ compensation coverage, unemployment insurance, health or welfare benefits, minimum wage guarantees, overtime compensation, meal or rest breaks, or any other benefit or protection provided to employees under federal, state, or local law. Sitters are solely responsible for all applicable tax obligations, including self-employment taxes, and for maintaining their own insurance coverage.

4.5 Cooperation on Classification Matters. In the event any governmental authority, court, or tribunal initiates a proceeding to determine the classification status of any Sitter in connection with their use of the Platform, that Sitter agrees to cooperate fully and in good faith with PawsGrad in connection with such proceeding, including by providing accurate information about the nature of the Sitter’s engagement with the Platform. Nothing in this section waives any non-waivable rights a Sitter may have under applicable California or federal labor law.

4.6 Sitter Assumption of Risk and Injury Waiver. By registering as a Sitter and accepting any pet care engagement through the Platform, you expressly acknowledge and assume all inherent risks of providing pet care services, including without limitation: (a) bites, scratches, kicks, or other physical injury caused by animals in your care; (b) injury resulting from pet escape attempts, falls, or sudden unpredictable behavior; (c) allergic reactions, zoonotic disease transmission, or occupational illness related to animal contact; (d) property damage caused by animals in your care; and (e) injury or loss occurring at an Owner’s home or any other location where care is provided. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE ANY CLAIM AGAINST PAWSGRAD FOR ANY PERSONAL INJURY, ILLNESS, DEATH, OR PROPERTY LOSS SUSTAINED IN THE COURSE OF PROVIDING PET CARE SERVICES FACILITATED THROUGH THE PLATFORM. Sitters are strongly advised to maintain personal health insurance, personal accident coverage, and any applicable occupational injury coverage at their own expense before accepting any engagement.

5.1 Matching Service Only. PawsGrad provides an introductory matching facilitation only — our team reviews Owner requests and facilitates introductions to available Sitters. This service is provided as a convenience and does not constitute a guarantee of Sitter availability, match suitability, service quality, or any particular outcome. No language used by PawsGrad in communications or marketing materials constitutes a service-level commitment or warranty.

5.2 Direct Service Relationship. Once introduced, Owners and Sitters enter into a direct and independent service relationship. PawsGrad is not a party to any such relationship and has no obligation to enforce, mediate, or guarantee any term thereof. The specific terms of any pet care engagement — including scope of services, duration, compensation, cancellation rights, and any other terms — are solely the responsibility of the Owner and Sitter to agree upon and document in writing.

5.3 Mandatory Pet Disclosure. Before any pet care engagement, Owners must fully and accurately disclose all material information about their pet(s), including but not limited to: (a) any known history of biting, snapping, scratching, aggression, or fear-reactive behavior toward humans, other animals, or in specific environments; (b) any medical conditions, disabilities, medications, or special care requirements; (c) current vaccination status, including dates of rabies, distemper, and any other core vaccinations; (d) any history of escape, destructive behavior, or separation anxiety; (e) breed and approximate weight; and (f) name and contact information for the pet’s veterinarian. Failure to disclose any material information constitutes a material breach of these Terms and relieves PawsGrad and the Sitter of any liability arising from undisclosed conditions or behaviors.

5.4 Emergency Veterinary Authorization. By using the Platform, Owners pre-authorize the Sitter caring for their pet to seek emergency veterinary care at the Owner’s expense if the Owner cannot be reached within a reasonable time in a genuine emergency situation. PawsGrad is not responsible for any veterinary costs, decisions, or outcomes arising from emergency care.

5.5 Vaccination and Health Requirements. Owners represent that all pets presented for Sitter care are current on all core vaccinations recommended by a licensed veterinarian for their species and are in good health and free of communicable disease at the time of care. Sitters may refuse service for any pet that appears ill, unvaccinated, or poses a health risk, with no penalty and no obligation to provide service.

5.6 Property Access. If a Sitter requires access to an Owner’s property to perform services, the Owner is solely responsible for ensuring such access is legal and properly authorized. PawsGrad is not liable for any claims arising from property access, including unauthorized entry, property damage, theft, or security incidents, regardless of how such access was arranged.

5.7 Payment Process. During the pilot phase, PawsGrad facilitates payment collection on behalf of Sitters as a convenience only. All payments are made by Owners directly to PawsGrad via Venmo (@pawsgrad) and are held by PawsGrad until the service has been completed. Upon confirmed completion of service, PawsGrad will release payment to the Sitter. PawsGrad will provide the Sitter with written confirmation that payment has been received and is secured prior to the start of any engagement. PawsGrad is not a payment processor, escrow agent, money transmitter, or financial institution, and does not hold a money transmitter license in any jurisdiction. Payment facilitation via Venmo is provided solely as an informal convenience during the pilot phase and is subject to Venmo's Terms of Service and the policies of PayPal Holdings, Inc. PawsGrad makes no representation that its use of third-party consumer payment platforms complies with all regulations governing payment intermediaries. In the event of any account restriction, funds hold, reversal, or platform action by Venmo or PayPal, PawsGrad's sole obligation is to use commercially reasonable efforts to recover and disburse affected funds. PawsGrad shall not be liable for any loss, delay, or inability to disburse funds resulting from third-party payment platform actions. PawsGrad accepts no liability for payment disputes beyond facilitating the release of funds upon confirmed service completion.

5.8 Service Fee. A platform service fee of fifteen percent (15%) is added to the Sitter's stated rate for all bookings facilitated through PawsGrad. This fee is non-refundable and is charged to the Owner at the time of payment. The service fee covers platform operations, matching facilitation, and payment coordination. PawsGrad reserves the right to modify the service fee upon fourteen (14) calendar days' notice.

5.9 Payment Timing. Full payment — including the 15% service fee — is due no later than twenty-four (24) hours before the scheduled start of service. Failure to submit payment by this deadline may result in cancellation of the booking at PawsGrad's sole discretion, with no guarantee of Sitter availability for rescheduling.

5.10 Cancellation Policy — Owners. The following cancellation terms apply to all bookings facilitated through PawsGrad:

• (a) 72+ hours before service start: Full refund of the total amount paid, including the service fee.
• (b) 24–72 hours before service start: 50% refund of the Sitter's rate only. The 15% service fee is non-refundable.
• (c) Less than 24 hours before service start: No refund. Full payment is forfeited.

5.11 No-Show Policy — Owners. If an Owner fails to make payment within the required 24-hour window prior to service start, or fails to provide agreed access or instructions to the Sitter at the scheduled time, the booking will be treated as a late cancellation and no refund will be issued. Repeated no-shows or late cancellations may result in suspension of the Owner's Platform access.

5.12 Cancellation Policy — Sitters. Sitters must provide a minimum of seventy-two (72) hours' written notice to PawsGrad at hello@pawsgrad.com before cancelling any confirmed booking. In the event of a Sitter cancellation, the Owner will receive a full refund. Repeated Sitter cancellations or failure to provide adequate notice may result in account suspension or permanent removal from the Platform.

5.13 Sitter Reliability and Responsiveness. As a condition of maintaining active Sitter status on the Platform, Sitters must:

• (a) Respond to all booking inquiries and communications from PawsGrad within forty-eight (48) hours;
• (b) Provide a minimum of seventy-two (72) hours' written notice before cancelling any confirmed booking;
• (c) Honor all confirmed bookings unless a documented emergency prevents service;
• (d) Maintain accurate and current availability information.

A pattern of non-responsiveness, repeated cancellations, or failure to honor confirmed bookings will result in a temporary account hold or permanent removal from the Platform at PawsGrad's sole discretion. Sitters whose accounts have been placed on hold may apply for reinstatement by contacting hello@pawsgrad.com. Reinstatement is at PawsGrad's sole discretion.

5.14 No Subcontracting or Delegation of Care. Sitters may not subcontract, delegate, assign, or transfer any pet care engagement — in whole or in part — to any other person, including but not limited to friends, family members, roommates, classmates, or other students, without the express prior written consent of both the Owner and PawsGrad. Any unauthorized delegation of care constitutes a material breach of these Terms and shall render the Sitter solely and personally liable for any harm, loss, injury, or damage resulting from the unauthorized caregiver's acts or omissions. PawsGrad disclaims all liability for incidents arising from unauthorized delegation.

5.15 Pet Death and Critical Emergency Protocol. In the event a pet dies or suffers a critical medical emergency while in a Sitter's care, the Sitter must: (a) immediately attempt to reach the Owner by all available means; (b) if the Owner cannot be reached, seek emergency veterinary care pursuant to Section 5.4; (c) if the pet dies, handle the remains with reasonable care and dignity pending Owner instructions; and (d) notify PawsGrad at hello@pawsgrad.com as soon as reasonably practicable. PawsGrad's involvement in any such situation is limited to facilitating communication and coordination between Owner and Sitter. PawsGrad bears no liability for pet death or loss under Section 6.2, regardless of whether the Sitter followed this protocol.

5.16 California Strict Liability for Dog Bites. California Civil Code §3342 imposes strict liability on dog owners for injuries caused by their dog biting any person in a public place or any person lawfully present in a private place, regardless of the dog’s prior history and regardless of whether the owner had knowledge of any prior vicious propensity. Owners using the Platform expressly acknowledge that: (a) this statutory strict liability attaches to the Owner as legal owner of the dog and does not transfer to the Sitter or PawsGrad merely because the dog is in the Sitter’s temporary care; (b) if their dog bites a Sitter, third party, or other animal while in the Sitter’s care, the Owner may be strictly liable for resulting injuries and damages regardless of fault; and (c) PawsGrad is not, and does not become, an owner or keeper of any pet within the meaning of California Civil Code §3342, and cannot be held strictly liable under that statute for any pet-related injury. Owners are strongly advised to maintain liability insurance covering dog bite incidents as described in Section 9.2.

5B.1 Ownership. The PawsGrad name, logo, brand identity, platform design, software, content, and all associated intellectual property rights are owned exclusively by Hali Space, Inc. Nothing in these Terms grants any User any license, right, or interest in PawsGrad's intellectual property except the limited right to access and use the Platform in accordance with these Terms.

5B.2 Restrictions. Users may not: (a) reproduce, distribute, modify, create derivative works of, publicly display, or commercially exploit any PawsGrad intellectual property; (b) use the PawsGrad name, logo, or brand in any marketing, social media, or public communication without prior written consent; or (c) reverse engineer, decompile, or attempt to extract source code from any part of the Platform. Unauthorized use of PawsGrad's intellectual property may give rise to claims for injunctive relief, damages, and attorneys' fees.

7.1 General Indemnification by All Users. To the fullest extent permitted by applicable law, you agree to indemnify, defend (with counsel reasonably acceptable to PawsGrad), and hold harmless PawsGrad and each of its officers, directors, shareholders, employees, agents, licensees, successors, and assigns (“PawsGrad Parties”) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and litigation costs) arising from or related to:

• (a) your access to or use of the Platform;
• (b) your pet’s behavior, actions, or any injury or damage caused by your pet to any person, animal, or property at any time;
• (c) your breach of any provision of these Terms;
• (d) your misrepresentation of any information provided to PawsGrad or any other User;
• (e) your violation of any applicable law, regulation, ordinance, or third-party right;
• (f) your negligence, recklessness, or intentional misconduct;
• (g) any dispute, claim, or demand between you and any other User; or
• (h) your failure to obtain or maintain adequate insurance coverage as required or recommended herein.

7.2 Additional Sitter Indemnification. In addition to the general indemnification above, Sitters separately agree to indemnify the PawsGrad Parties from and against all claims arising from or related to: (a) any injury, illness, escape, loss, or death of a pet in your care; (b) any injury, harm, or damage caused to any third party by a pet in your care or in connection with your services; (c) your misrepresentation of your enrollment status, qualifications, credentials, or experience; (d) any claim brought by a third party (not by you personally) alleging that you were an employee of PawsGrad or any Owner, to the extent such claim arises from your conduct or misrepresentation and not from PawsGrad’s own acts; or (e) your failure to remit applicable self-employment taxes on amounts earned through your pet care services.

7.3 Defense Rights. PawsGrad reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. You agree not to settle any such matter without PawsGrad’s prior written consent.

8.1 As-Is and As-Available. THE PLATFORM AND ALL SERVICES FACILITATED THROUGH IT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT.

8.2 No Warranty on Sitter Quality or Safety. PawsGrad makes no representation or warranty of any kind, express or implied, regarding the quality, safety, suitability, competence, reliability, character, or fitness of any Sitter for any particular Owner, pet, or engagement. No statement, rating, review, or profile information on the Platform constitutes a warranty or representation by PawsGrad.

8.3 No Guarantee of Availability or Matching. PawsGrad does not guarantee that any Sitter will be available in any location or at any time, or that any Owner will be successfully matched with a Sitter. Submission of any form or expression of interest creates no obligation on PawsGrad to provide any service.

8.4 No Veterinary Medical Advice. Nothing on the Platform constitutes veterinary medical advice, diagnosis, treatment, or professional consultation. The fact that Sitters are enrolled in veterinary or animal science programs does not make PawsGrad or any Sitter a licensed veterinarian. All health-related decisions regarding pets must be made in consultation with a licensed, practicing veterinarian.

8.5 Platform Reliability. PawsGrad does not warrant that the Platform will be uninterrupted, error-free, secure, or virus-free. PawsGrad reserves the right to modify, suspend, or permanently discontinue the Platform — in whole or in part — at any time and for any reason, without notice and without liability.

8.6 California Veterinary Practice Act. The California Veterinary Practice Act (Business and Professions Code §4800 et seq.) prohibits the unauthorized practice of veterinary medicine without a license issued by the California Veterinary Medical Board. Sitters registered on the Platform are students — not licensed veterinarians, registered veterinary technicians (“RVTs”), or credentialed animal health professionals of any kind. Enrollment in a veterinary or animal science degree program does not constitute licensure or authority to practice veterinary medicine in any form. No Sitter is authorized by, or through, PawsGrad to: (a) diagnose any animal illness, injury, or condition; (b) prescribe, compound, or administer prescription medications or controlled substances; (c) perform surgical, invasive, or diagnostic procedures; or (d) otherwise engage in the practice of veterinary medicine as defined under California law. Any guidance, observation, or suggestion provided by a Sitter regarding an animal’s health constitutes informal, non-professional layperson observation only and shall not be construed as veterinary medical advice, diagnosis, or treatment. All health-related decisions must be made by or in consultation with a licensed, currently practicing veterinarian. PawsGrad disclaims all liability arising from any Sitter’s observations or informal health-related communications.

9.1 Sitter Insurance Obligation. Sitters are solely and exclusively responsible, at their own expense, for obtaining and maintaining throughout any active engagement all insurance coverage appropriate to their pet care activities, including: (a) commercial general liability insurance covering bodily injury and property damage; (b) any professional liability or care, custody, and control (CCC) coverage; and (c) any other insurance required by applicable law. Failure to maintain adequate insurance does not relieve a Sitter of liability to any Owner, third party, or PawsGrad.

9.2 Owner Insurance Recommendation. Owners are strongly advised to maintain: (a) pet insurance covering veterinary costs, accidental injury, illness, and pet death; and (b) homeowner’s or renter’s liability insurance covering pet-related incidents occurring away from the Owner’s property. Owners acknowledge that their pets may cause injury or damage while in a Sitter’s care for which the Owner remains legally responsible.

9.3 No Platform Insurance Product. PawsGrad does not offer, arrange, underwrite, administer, or guarantee any insurance product, protection plan, reimbursement scheme, or coverage of any kind. Any goodwill accommodation or informal assistance PawsGrad may choose to provide at its sole discretion in connection with any incident is not insurance, does not create any legal obligation or precedent, and shall not be construed as a waiver of any right or limitation in these Terms.

10.1 Pilot Nature of Service. The Platform is in an early pre-commercial pilot phase with limited operational experience, limited Sitter availability, and evolving policies. The operator, Hali Space, Inc., is a pre-launch startup in the process of completing applicable business, regulatory, and licensing filings. No representation is made that all filings are complete as of the date these Terms are accepted. Features, protections, insurance products, formal dispute resolution, integrated payment processing, and service-level commitments that may be offered in future commercial versions of the Platform are expressly not available during the pilot phase unless stated in a separate signed written agreement.

10.2 No Service Commitments. PawsGrad makes no commitment regarding response times, matching timelines, match quality, Sitter availability, or operational support during the pilot.

10.3 Right to Modify or Terminate Pilot. PawsGrad may suspend, modify, restructure, or permanently terminate the pilot program at any time, for any reason, without prior notice, and without liability to any User for any cost, damage, or loss incurred as a result. Termination of the pilot does not create any claim against PawsGrad.

10.4 No Waitlist Guarantee. Submission of a waitlist application, intake form, or expression of interest does not guarantee access to the Platform, an introduction to any Sitter, or the availability of any particular service. PawsGrad reserves the right to accept or decline any registration in its sole discretion.

10.5 Feedback License. By using the Platform, you grant PawsGrad a perpetual, royalty-free license to use feedback, suggestions, or testimonials you provide (in anonymized or attributed form, with your consent for attribution) for the purpose of improving and marketing the Platform.

10.6 Future Fee Structure. The Platform currently facilitates connections at no charge during the pilot phase. PawsGrad expressly reserves the right, at any time upon notice, to introduce, modify, increase, or restructure fees charged to Owners, Sitters, or both in connection with Platform use, introductions, bookings, or any other service (including, without limitation, platform service fees, matching fees, and Sitter tiering fees). Any change in fees applicable to existing Users will be communicated by email or Platform notice no fewer than fourteen (14) calendar days before taking effect. Continued use of the Platform after the effective date of any fee change constitutes acceptance of the updated fee structure. If you do not agree to a fee change, your sole remedy is to cease use of the Platform.

All Users agree not to:

• (a) use the Platform for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation;
• (b) misrepresent your identity, enrollment status, credentials, qualifications, experience, or pet information in any material respect;
• (c) fail to disclose a pet’s known bite history, aggression, or any material behavioral or medical condition;
• (d) circumvent any payment or compensation mechanism that PawsGrad may establish, or make or accept payments in connection with any engagement in a manner that is fraudulent, deceptive, or intended to harm any other User;
• (e) harass, threaten, intimidate, defame, or harm any other User or PawsGrad employee;
• (f) attempt to circumvent or manipulate PawsGrad’s matching, communication, or operational systems;
• (g) arrange care for animals known to be dangerous, prohibited by applicable law, or subject to breed-specific restrictions without full prior written disclosure to the Sitter and PawsGrad;
• (h) post, submit, or transmit false, misleading, defamatory, or fraudulent reviews, content, or communications;
• (i) collect, harvest, or use personal information about other Users for any purpose not directly related to the Platform;
• (j) access the Platform through any automated means or interfere with Platform infrastructure; or
• (k) use the Platform to facilitate any transaction or activity unrelated to legitimate pet care services.

Prohibited Animals. The following animal categories may not be listed for or placed into care through the Platform under any circumstances: (i) animals designated as dangerous, vicious, or menacing by any applicable governmental authority; (ii) animals subject to breed-specific legislation or local ordinance restrictions in Yolo County, the City of Davis, or the Owner’s jurisdiction; (iii) exotic or non-domesticated animals, including without limitation big cats, non-human primates, wolves or wolf-hybrids, venomous reptiles or amphibians, large constrictors, bears, coyotes, or any species regulated as restricted or prohibited under California Fish and Game Code §2116 et seq. or applicable federal law; and (iv) any animal with a confirmed history of causing serious bodily injury that has not been fully disclosed in writing to both PawsGrad and the assigned Sitter prior to any care engagement. Listing a prohibited animal constitutes a material breach of these Terms, is grounds for immediate termination of Platform access, and may give rise to personal liability for any resulting injury, damage, or regulatory penalty.

PawsGrad may suspend or permanently terminate any User’s access to the Platform for violation of these provisions, without notice and without liability. PawsGrad further reserves the right to report suspected unlawful activity to appropriate law enforcement authorities.

12.1 Privacy Policy. Your use of the Platform is subject to PawsGrad’s Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and disclosure of your personal information as described in the Privacy Policy.

12.2 Communications. By providing your email address, you consent to receive communications from PawsGrad related to your account, your waitlist status, and the Platform. You may opt out of non-essential communications at any time by contacting us at hello@pawsgrad.com.

12.3 User Content License. By submitting, posting, or transmitting any content to PawsGrad — including without limitation pet descriptions, photographs, intake form responses, reviews, feedback, or other communications (“User Content”) — you grant PawsGrad a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, display, and prepare derivative works of such User Content solely in connection with operating, improving, promoting, and marketing the Platform. You represent and warrant that: (a) you own or have obtained all necessary rights and permissions to grant this license in respect of any User Content you submit; (b) your User Content does not infringe any third-party intellectual property right, privacy right, or right of publicity; and (c) your User Content does not violate any applicable law or these Terms. PawsGrad does not claim ownership of your User Content. This license survives termination to the extent copies have been incorporated into aggregated or anonymized Platform data, retained in backup systems, or shared with third parties prior to termination.

12.4 Anti-Circumvention. Users are strictly prohibited from using any contact information, introductions, or relationships established through the Platform to conduct pet care transactions, arrangements, or payments outside of and in circumvention of any fee mechanism or policy that PawsGrad may establish. Any attempt by an Owner and Sitter who were introduced through the Platform to deliberately bypass PawsGrad’s platform, compensation structure, or fee arrangement — including, without limitation, arranging future engagements directly and privately after an initial Platform-facilitated introduction for the purpose of avoiding Platform fees — constitutes a material breach of these Terms. PawsGrad reserves the right to seek compensation for lost platform fees, injunctive relief, and all reasonable attorneys’ fees and costs associated with enforcing this provision.

13.1 Informal Resolution Prerequisite. Before initiating any formal dispute proceeding, you must contact PawsGrad in writing at hello@pawsgrad.com describing the dispute in sufficient detail and attempt in good faith to reach an informal resolution for a period of no fewer than thirty (30) calendar days from the date PawsGrad acknowledges receipt of your written notice. The applicable statute of limitations for any claim is tolled during this 30-day period.

13.5 Arbitration Procedures. Arbitration shall be conducted by a single neutral JAMS arbitrator. The seat of arbitration shall be Yolo County, California, unless both parties mutually agree in writing to conduct the proceeding remotely. The arbitrator shall have exclusive authority to determine all questions of arbitrability, including the validity, scope, and enforceability of this arbitration agreement. The arbitrator’s award shall be in writing, shall state the essential findings and conclusions, shall be final and binding on both parties, and may be entered as a judgment in any court of competent jurisdiction. The parties agree to keep all arbitration proceedings and outcomes strictly confidential.

13.6 Arbitration Fees. JAMS filing and administrative fees shall be allocated in accordance with the applicable JAMS fee schedule. For individual claims under $10,000 brought by a User, PawsGrad will advance all JAMS fees pending the arbitrator’s award, unless the arbitrator determines the claim to be frivolous or brought in bad faith.

13.7 Small Claims Court Exception. Notwithstanding Section 13.2, either party may bring an individual claim — not a class or representative claim — in small claims court if the dispute falls within that court’s subject-matter jurisdiction and monetary limits.

13.8 Jury Trial Waiver. BY ACCEPTING THESE TERMS, YOU AND PAWSGRAD EACH IRREVOCABLY WAIVE THE CONSTITUTIONAL RIGHT TO A TRIAL BY JURY FOR ANY CLAIM WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT.

13.9 Opt-Out Right. You may opt out of the binding arbitration agreement and class action waiver in Sections 13.2 and 13.3 by sending written notice with the subject line “Arbitration Opt-Out” to hello@pawsgrad.com within thirty (30) calendar days of first submitting any form on the Platform or otherwise first using the Platform, whichever is earlier. To be valid, your opt-out notice must include your full name, email address used on the Platform, and a clear statement of your intent to opt out. Opting out does not affect any other provision of these Terms. If you opt out, disputes shall be resolved under Section 14.

14.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, except that matters relating to PawsGrad’s corporate governance, internal affairs, and the rights and obligations of its shareholders shall be governed by the laws of the State of Delaware, where Hali Space, Inc. is incorporated. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.2 Exclusive Venue. For any disputes not subject to mandatory arbitration under Section 13 — including claims where the class action waiver is found unenforceable — you and PawsGrad each irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Yolo County, California, and waive any objection to the laying of venue or the exercise of personal jurisdiction by such courts.

14.3 California Consumer Rights. Nothing in these Terms is intended to, or shall be construed to, limit any non-waivable statutory rights you may have under California law, including rights under the California Consumer Privacy Act (CCPA), the Consumer Legal Remedies Act (CLRA), and the Unfair Competition Law (UCL), to the extent such rights cannot be waived or limited by private agreement.

15.1 Entire Agreement. These Terms, together with the Privacy Policy and any additional written terms applicable to specific services, constitute the entire agreement between you and PawsGrad with respect to the Platform and supersede all prior agreements, representations, warranties, and understandings of any kind.

15.2 Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving the intent of the parties. All remaining provisions shall continue in full force and effect.

15.3 No Waiver. PawsGrad’s failure to enforce any right or provision of these Terms at any time shall not constitute a waiver of that right or provision and shall not limit PawsGrad’s right to enforce it at a later time. All waivers must be express and in writing signed by an authorized representative of PawsGrad.

15.4 Assignment. You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without PawsGrad’s prior written consent. PawsGrad may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law, without restriction or notice to you. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.

15.5 No Third-Party Beneficiaries. These Terms do not create third-party beneficiary rights in any person or entity not a party hereto. No Sitter, Owner, or third party may rely on these Terms to assert any claim against PawsGrad except as expressly permitted.

15.6 Force Majeure. PawsGrad shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental orders, or failures of third-party service providers.

15.7 Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

15.8 Notice. PawsGrad may provide notice to you via email, Platform notification, or other reasonable means. Legal notices to PawsGrad must be sent by email to hello@pawsgrad.com. PawsGrad will update its mailing address for legal notices upon completion of applicable business registrations, and will publish any such address here.