Basepaws Inc. ("we", "Basepaws" or "Company") is offering you the opportunity to refer friends via a Referral Program (“Program”) offered on the web site located at Basepaws.com (the "Site").

1. Binding Agreement. By using the Site or participating in the Program, you are bound by these Terms and Conditions (“Terms”) and indicate your agreement to them. All of the Company's decisions are final and binding.

2. Privacy. Basepaws respects your privacy. Please review Basepaws Privacy Policy (https://basepaws.com/pages/privacy-policy) so that you may understand the information we collect, our use of that information, how we protect that information, and the choices we offer you on how that information is used.

3. How the Program Works. You must be a legal resident of the United States of America and at least 18 years old (or the legal age of majority in the jurisdiction in which you reside, except where prohibited or restricted by law) to use the Site. Next, you must visit the Site and follow the on-screen instructions, terms and conditions to refer friends, family members or colleagues. You may refer a maximum of 25 friends, family members or colleagues during each session and a maximum of 500 times throughout the entirety of the Program. Once you make a referral, you become a “Referrer” and will be provided with a unique referral link (“Personal Link”) that allows you to receive the Reward (defined below) as advertised on the Site, subject to these Terms and specific referral link and message. Referred friends (“Friends”) must complete the referral as described in the referral message.

4. Restrictions. All federal, state and local laws and regulations apply. Void outside the United States and where prohibited by law. Referrers cannot refer themselves or create multiple, fictitious or fake accounts with the Company or participate in the Program as “Friends”. Each person referred should be someone you have a direct, personal relationship with and must be a legal resident of the United States of America and at least 18 years old (or the legal age of majority in the jurisdiction in which you reside, except where prohibited or restricted by law). You may not distribute a Personal Link or otherwise solicit anyone through mass email, any form of commercial advertising or other similar means. You agree not to compensate or accept any compensation from persons whom you refer. You further agree that your activities will be limited to referring potential customers. We reserve the right to seek reimbursement from you and any Program Participant, including Referrers and Friends (each, a “Program Participant”) of any amounts paid as Rewards to any Program Participant if such Program Participant was solicited via mass solicitation or otherwise in violation of these Terms, as determined in the Company’s sole discretion.
   
   You and all other Program Participants may not use, or facilitate or otherwise encourage the use of the Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Program. In addition, you may not (i) tamper with the Program, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot or other device or artifice to participate or receive any benefit in the Program.
   
   ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, THE COMPANY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
   
   The Program is only open to individuals and is not open to corporations, limited liability companies, businesses, charities, partnerships, enterprises, or any other entity. (i) Employees, directors and officers (and the immediate family members (including spouse, biological, adoptive or step-parent, grandparent, child, sibling or spouse of any of the foregoing, regardless of where they live), or household members (whether related or not) of any of the foregoing) of the Company or any of its or their subsidiaries, affiliates or promotional agencies and (ii) veterinary practices, shelters, research facilities and similar animal health care organizations and professionals (including veterinarians and other animal health care progressions, other than such individuals acting in a non-professional capacity) are not able to participate in the Program as a Referrer, Friend or in any other manner. In addition, You and no other Program Participant may participate in the program via a corporate or shared email or otherwise. For example, you may not share a Personal Link to a Friend via to or from a corporate or shared email address.n

5. Rewards. By making a valid referral, you will receive and your Friend will receive (“Reward”). You can earn a maximum of XX Rewards per year. These Rewards may be redeemed in various forms in the Company's sole discretion. Restrictions may apply. For example, there may be a limitation on the number of referrals you can make, or if the Reward is in the form of a gift card, gift certificate or voucher, it may be subject to the issuer’s terms and conditions. Rewards are subject to verification. Company reserves the right to review, investigate, and disqualify anyone from participation in the Program at any time in our sole discretion, and reserves the right to not honor any Reward which in our sole discretion was solicited in a manner inconsistent with the spirit or terms and conditions of the Program.
   
   The Company may delay a Reward for the purposes of investigation. The Company may also refuse to verify and process any Reward or other transaction relating to the Program for any reason in the Company’s sole discretion.
   
   Rewards have no monetary value and may not be redeemed for cash. Rewards are not transferable and may not be auctioned, traded, bartered or sold. You and each Program Participant shall bear all risk of loss or damage to his/her Reward after it has been delivered. Company is not responsible for and will not replace any Rewards that are lost, mutilated, stolen, undeliverable, or do not reach you or any other Program Participant or are otherwise subject to circumstances outside Company’s control.
   
   Amazon and any other third party merchant(s) associated with a gift card, gift certificate, voucher or other Reward that may be provided in connection with this Program are not affiliated with the Company nor considered sponsors or co-sponsors of this Program in any way. Amazon and all related marks are trademarks of Amazon.com, Inc. or its affiliates. n

6. Liability. YOU UNDERSTAND AND AGREE THAT THE RELEASED PARTIES (DEFINED BELOW) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). By participating in the Program, you agree to defend, indemnify, release and hold harmless the Company, Extole, Inc., as the provider of the referral service, and their respective parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s)) and/or the awarding, receipt and/or use or misuse of any benefit in the Program. To be clear, the Released Parties shall not be liable for any technical errors or malfunctions, data theft or corruption, any printing or typographical error, or any damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program. The Released Parties shall not be liable to you or any other Program Participant for failure to supply any advertised benefit, by reason of any acts of God, any action or request by any governmental or quasi-governmental entity (whether or not valid), or any other activity or action that is beyond any of the Released Parties’ control. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $1.

7. Disclaimer of Warranties.YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE AND GIVE NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

8. Bulk Distribution ("Spam"). Each Referrer is the actual sender of the emails and must comply with applicable law. Referrals must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. By submitting any email address as part of the Program, the Referrer represents that he/she has the appropriate permission and consent and shall be responsible for obtaining such consent and liable for any failure to do so where required under applicable law or otherwise. Bulk email distribution, distribution to strangers, or any other use of the services described herein in a manner that is not promoted is expressly prohibited and may be grounds for immediate termination and further legal action. The Company has no obligation to monitor the Program or any communications; however, the Company may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program in the Company’s sole discretion. Referrers who do not comply with the law, including anti-spam laws, are obligated to indemnify the Released Parties against any liabilities, costs and expenses it incurs as a results of such spam or otherwise.

9. Sign-In Credentials. You and each Program Participant is responsible for maintaining the confidentiality of any sign-in credentials and is fully responsible for all activities that occur through the use of them. You agree to notify the Company immediately if they suspect unauthorized access to their account. You agree that the Company will not be liable for any loss or damage arising from unauthorized use of their credentials.

10. Independent Contractor. Your participation in the Program is solely as an independent contractor. Neither you nor the Company intend to establish an employment relationship, and you are not entitled to any benefits.

11. Right to Cancel, Modify or Terminate. We reserve the right to cancel, modify or terminate the Program at any time for any reason in our sole discretion and without notice to you. We reserve the right, in our sole discretion, to disqualify any you and any other Program Participant at any time from participation in the Program if he/she does not comply with any of these Terms. We may modify or amend these Terms, in whole or in part, at any time without notice to you. You should regularly review these Terms for any modifications or amendments as your continued use of the Program after a modification or amendment signifies your acceptance of and agreement to these Terms, as so modified or amended.

12. Basepaws Trademarks. All trademarks are the property of Basepaws Inc. or a related company or a licensor unless otherwise noted. ©2023 Basepaws Inc. All Rights Reserved.

13. Basepaws Terms of Service These Terms are solely related to the Program and are not intended to modify or amend the Basepaws Terms of Service (available at https://basepaws.com/pages/terms-of-service, which shall govern your access to and use of the Services (as defined therein).

14. Severability. If any clause or provision set forth in these Terms is determined to be illegal, invalid or unenforceable under present or future law, then you acknowledge and agree that the clause or provision so determined to be illegal, invalid or unenforceable will be enforced to the extent permissible and shall be severable without affecting the enforceability of all remaining clauses or provisions, while still as fully as possible carrying out the intent of the original provision.

15. Applicable law. These Terms and your use of the Services shall be governed by the laws and regulations of the United States of America and the State of New Jersey without regard to its conflicts of laws principles and the United Nations Convention for the International Sale of Goods. Other countries may have laws, regulatory requirements and medical practices that differ from those in the United States.

16. Dispute Resolution. Any legal action or proceeding related to these Terms, including your use of the Services, shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New Jersey.

17. Conflict. In the event any of the terms of these Terms conflicts with any terms in a specific promotional campaign associated with a unique Referral Link, the terms of these Terms shall govern.