Standard Terms, Version 2.0  · August 04, 2026  ·  pawfred.com/legal-ppa

This Preferred Partner Agreement (this “Agreement”) sets out PawFred’s standard terms for deployment of the PawFred Animal Registration, Revenue Recovery & Compliance Platform. It is incorporated by reference into each Partner Order Form executed between PAWFRED Inc., a Delaware corporation, 2 S Biscayne Boulevard, Suite 2450, Miami, FL 33131 (“PawFred”), and the partner identified in that Order Form (“Partner”). This Agreement takes effect for a given Partner on the Effective Date of that Partner’s Order Form.

Prior versions of this Agreement are archived at pawfred.com/legal/ppa/versions. Each Partner is governed by the version in effect on its Effective Date, subject to Section 13.3.

1.  Definitions

For purposes of this Agreement, the following terms have the meanings set forth below.

“Agreement” means these Standard Terms together with all Exhibits, as incorporated by reference into the applicable Partner Order Form.

“Animal Community Membership” means the ongoing resident-facing enrollment in the Platform. The applicable fee is set on a per-property basis in the applicable Property Authorization Form.

“Animal Policy” means the community-specific animal rules and enforcement elections configured by Owner for a Covered Property in the applicable Property Authorization Form and Onboarding Modules, which PawFred incorporates into the Verification workflow for that property.

“Covered Property” means each residential property for which an executed Property Authorization Form is in effect.

“Effective Date” means the date on which the applicable Partner Order Form is executed by Partner.

“Network Contact” means any third-party property owner, property manager, or real estate developer to whom Partner facilitates an introduction to PawFred pursuant to Section 2.5.

“Owner” means, with respect to each Covered Property, the legal entity that holds title to such property. Where Owner and Partner are the same entity, references to Owner apply accordingly.

“Partner Order Form” or “Order Form” means the order form executed by Partner that identifies the Parties, the Covered Properties or the mechanism for designating them, the applicable commercial terms, and any agreed deviations from these Standard Terms, and that incorporates this Agreement by reference.

“Phase I” means the initial deployment described in Section 3. “Phase II” means the portfolio rollout described in Section 4.

“Platform” means the PawFred Animal Registration & Compliance technology system, including the Property Dashboard, NFC Smart Pet Tags, resident mobile application, PawScore™ intelligence engine, and all associated compliance workflows.

“Property Authorization Form” or “PAF” means PawFred’s standard per-property authorization form attached as Exhibit A, completed and executed for each Covered Property by the Owner and PawFred. The Property Manager does not execute the PAF.

“Property Manager” or “PMC” means the third-party property management company engaged by an Owner to operate a Covered Property on a day-to-day basis, including leasing, resident communications, rent collection, and on-site compliance. Where the Owner self-manages a Covered Property, Owner assumes all Property Manager obligations under this Agreement with respect to that property.

“Registered Animal” means any pet or assistance animal (Emotional Support Animal (ESA) or service animal (SA)) enrolled in the Platform by a Resident of a Covered Property.

“Resident” means any occupant of a unit within a Covered Property, whether or not such occupant owns an animal.

“Resident Status” means the compliance classification assigned to each Resident within the Platform, reflecting four states: (i) No Animal; (ii) Pet: dog or cat; (iii) Pet: Other Animal; or (iv) Assistance Animal (ESA or SA). Each Resident is enrolled under exactly one Resident Status at any given time.

“Resident Declaration” means one of the four binding declaration forms executed electronically or physically by each Resident during lease signing or amendment through the Platform as part of mandatory enrollment: (i) the Resident No-Animal Declaration (“RNAD”), attesting that no animal resides in the unit; (ii) the Resident Pet Declaration (“RPD”), for Residents with a dog or cat, including pet profile and vaccination documentation; (iii) the Resident Other Animal Declaration (“ROAD”), for Residents with an animal other than a dog or cat; and (iv) the Resident Assistance Animal Declaration (“RAAD”), for Residents with an assistance animal, initiating PawFred’s HUD-aligned documentation review workflow. All Resident Declarations are legally binding, electronically or physically executed, and stored within the Platform as part of the applicable Covered Property’s compliance record.

“Sponsorship Revenue” means revenue generated by PawFred from third-party brand partners or advertisers in connection with resident-facing programs, promotions, or content delivered through the Platform at a Covered Property.

“Verification” means PawFred’s review of each submitted Resident Declaration and supporting documentation against (i) the applicable Covered Property’s Animal Policy and (ii), solely with respect to RAADs, applicable federal law and guidance including the Fair Housing Act and HUD guidance on assistance animals in housing. Verification is provided at no cost to Partner, Owner, or Property Manager. Verification is not a determination of compliance with applicable law; see Section 9.4.

2.  Scope and Purpose

2.1.  Deployment Commitment.

PawFred will deploy and operate the Platform across Partner’s Covered Properties as set forth in Sections 3 and 4. Partner will provide the operational access and cooperation necessary to support such deployment, and will coordinate with each applicable Property Manager pursuant to Section 2.4.

2.2.  Preferred Partner Status.

Partner is designated a PawFred Preferred Partner and receives:

• priority deployment scheduling across its portfolio;

• preferred commercial terms as set forth in the Order Form;

• access to co-branded onboarding materials and a joint partnership webpage;

• eligibility for joint press and launch initiatives; and

• extension of Preferred Partner status and associated benefits to any Network Contact facilitated by Partner under Section 2.5.

2.3.  Zero-Cost Structure.

The Platform, including NFC Smart Pet Tags, onboarding materials, resident mobile application, Property Dashboard, Verification, and all compliance workflows, is deployed and operated at no cost to Partner, any Owner, any Property Manager, or any Covered Property. The only exceptions are the pass-through items expressly identified in Sections 4.4 and 5.8.3.

2.4.  Portfolio Deployment Coordination.

Partner will use commercially reasonable efforts to facilitate PawFred’s deployment across the Covered Properties by coordinating, as appropriate, with the applicable owners and property managers. Such efforts include introducing PawFred to the relevant operational contacts for each Covered Property and supporting reasonable coordination during implementation.

Partner acknowledges that day-to-day operation of the Covered Properties may be carried out by third-party property managers and that certain implementation activities depend on their cooperation. Accordingly, Partner is not responsible for delays or failures in deployment to the extent directly resulting from the acts or omissions of an independent property manager or other third party outside Partner’s reasonable control.

2.5.  Network Introductions.

Partner maintains relationships with third-party property owners, property managers, real estate developers and other industry participants. During the Term, Partner will use commercially reasonable efforts to introduce PawFred to such contacts where Partner reasonably believes a potential commercial opportunity exists.

Following any such introduction, PawFred is responsible for all commercial discussions, negotiations and contracting with the applicable party. Any resulting agreement is entered into directly between PawFred and that counterparty and creates no obligation or liability for Partner. Partner’s obligations under this Section are limited to facilitating introductions in good faith, and Partner makes no representation or warranty regarding whether any introduced party will pursue, negotiate or enter into a commercial relationship with PawFred.

2.6.  Property Manager Direct Enrollment.

PawFred may make the Platform available directly to property management companies through a self-service enrollment process governed by PawFred’s Property Manager Terms of Service published at pawfred.com/legal/pmc. The following rules apply:

(i)  Where a Property Manager enrolls a property for which an executed PAF is in effect, this Agreement controls as to that property and the Owner’s revenue share under Section 5.5 continues to apply without interruption.

(ii)  Where a Property Manager enrolls a property for which no PAF is in effect, PawFred will hold the Owner’s share of Animal Community Membership Revenue and Sponsorship Revenue attributable to that property in a designated account. The Owner may claim its accrued share at any time by executing a PAF for that property, and PawFred will remit the accrued balance within thirty (30) days of such execution and completion of payout onboarding.

(iii)  Nothing in this Section obligates PawFred to enroll any Property Manager or to extend Preferred Partner terms to any property enrolled under it.

3.  Phase I — Initial Rollout

3.1.  Phase I Scope.

Phase I covers the Covered Properties identified in the applicable Property Authorization Forms and commences on the Start Date set forth in each PAF.

3.2.  Mandatory Enrollment.

Platform enrollment is mandatory for all Residents of each Covered Property at move-in and at lease renewal, regardless of animal ownership status.

Partner will implement, and will cause the applicable Property Manager to implement, mandatory Platform enrollment as stated above. Each Resident is enrolled under one of the four Resident Statuses defined in Section 1.

Where an existing lease requires a Resident to obtain Property Manager authorization prior to keeping a new animal in the unit, such authorization request will be processed through the Platform. The applicable Resident Declaration must be executed and submitted through the Platform as a condition of that authorization, and the Resident’s status updated accordingly, prior to the animal taking up residence in the unit. Partner will cause the applicable Property Manager to enforce this requirement consistently across all Covered Properties.

3.3.  PawFred Phase I Obligations.

During Phase I, PawFred will:

• deploy the Platform, provision NFC Smart Pet Tags, and provide all onboarding materials at no cost;

• activate tiered pet rent configuration, pet deposit workflows, and Verification for each Covered Property;

• provide Partner, each Owner and the applicable Property Manager with real-time access to the Property Dashboard, audit logs, and documentation repository;

• deliver key performance indicators covering activation rates, registration counts by Resident Status, assistance animal requests, and revenue capture;

• manage all assistance animal accommodation intake and documentation review in accordance with HUD guidance and the Fair Housing Act; and

• conduct Verification of all Resident Declarations as set forth in Section 5.8.

3.4.  Partner Phase I Obligations.

During Phase I, Partner will:

• provide PawFred with operational access to each Covered Property and coordinate with the applicable Property Manager on deployment logistics;

• ensure that the applicable Property Manager designates a primary on-site operational point of contact for each Covered Property;

• implement and enforce mandatory enrollment as required under Section 3.2; and

• facilitate resident communications and NFC tag activation in accordance with PawFred’s onboarding guidelines, through the applicable Property Manager where Partner does not self-manage.

3.5.  Phase I Review.

Upon completion of Phase I activation, the Parties will conduct a joint performance review within thirty (30) days to assess activation rates, compliance metrics, and readiness for Phase II.

4.  Phase II — Portfolio Rollout

4.1.  Phase II Trigger.

Phase II commences upon agreement of both Parties following the Phase I review described in Section 3.5.

4.2.  Phase II Scope.

Phase II consists of a scaled rollout across Partner’s broader residential portfolio. Additional Covered Properties are added by executing a new Property Authorization Form for each such property. Partner will standardize the Platform as its animal registration and compliance system across participating properties and will cause the applicable Property Managers to proceed accordingly.

4.3.  Network Contact Expansion.

PawFred and Partner will work in good faith to extend the Platform to properties owned or managed by Network Contacts. Each such deployment is governed by a separate agreement between PawFred and the applicable Network Contact, on commercial terms determined under Section 13.14.

4.4.  Infrastructure Layer.

For properties seeking physical enforcement infrastructure, including NFC-enabled access control integration and on-site hardware stations, PawFred will provide a separate written scope and pricing proposal per property prior to deployment. Infrastructure Layer pricing does not affect the zero-cost structure of the compliance and revenue layer described in Section 2.3.

5.  Platform Operations and Revenue

5.1.  Four-Status Resident Compliance Flow.

The Platform processes each Resident through mandatory four-status enrollment:

(i)  No Animal: resident attestation documented and stored; no Animal Community Membership required.

(ii)  Pet (dog or cat): verified pet profile, NFC Smart Pet Tag issued, tiered pet rent and deposit activated, Animal Community Membership mandatory.

(iii)  Pet Other Animal: verified profile, tiered pet rent and deposit activated, Animal Community Membership mandatory.

(iv)  Assistance Animal (ESA or SA): HUD- and FHAct-aligned documentation workflow, audit trail, and fee waiver logic applied; Animal Community Membership voluntary and available on an opt-in basis.

5.2.  Seven-State Property Dashboard Pipeline.

Each Covered Property’s units are tracked within the Property Dashboard across the following states:

(i)  Vacant: the unit is unoccupied.

(ii)  Unidentified: the resident has not yet been identified in the Platform.

(iii)  Identified: the resident’s name and email address are known and the enrollment invitation has been issued, but animal status has not been confirmed.

(iv) Qualified: the resident’s Resident Status has been confirmed and the applicable Resident Declaration is pending execution.

(v)  Under Review: the resident has disclosed an animal that appears to deviate from one or more restrictions configured in the applicable Animal Policy, including breed, size, weight, or quantity limits. The applicable Resident Declaration has not yet been issued, pending Property Manager review and approval through the Platform. No Animal Community Membership obligation arises and no NFC Smart Pet Tag is issued during the review period. Upon approval, the Platform issues the applicable Resident Declaration and the unit progresses to Action Required. Upon rejection, the resident is notified through the Platform and the unit reverts to Qualified pending submission of a compliant disclosure or removal of the animal.

(vi)  Action Required: the applicable Resident Declaration has been issued but not executed, or a payment obligation relating to the Animal Community Membership is outstanding, or both.

(vii)  Compliant: the applicable Resident Declaration has been executed and stored in the Platform, all payment obligations are current, and the resident’s Resident Status is active and complete.

For the avoidance of doubt, Compliant status reflects procedural completion of the enrollment and payment requirements and does not constitute confirmation that the applicable Resident Declaration has been reviewed and approved through Verification. Verification status is tracked separately within the Platform, is made available in real time to the applicable Property Manager, and is communicated directly to the Resident upon completion of review.

5.3.  Pet Rent and Deposit Collection.

Tiered pet rent and pet deposit amounts are configured in accordance with each Covered Property’s Animal Policy. The Platform calculates, displays, and facilitates assessment of applicable charges based on Resident-submitted information and property-specific rules.

All pet rent and pet deposit amounts are charged, billed, collected, and administered directly by Owner or the applicable Property Manager through their existing rent collection, property management, or lease administration systems. PawFred does not collect, hold, receive, process, or remit pet rent or pet deposit funds on behalf of Partner or any Owner.

5.4.  Animal Community Membership Fees.

The Animal Community Membership fee applies as follows:

(i)  Mandatory. For Residents enrolled under Pet (dog or cat) or Pet: Other Animal Resident Status, the fee is mandatory and due upon enrollment.

(ii)  Voluntary opt-in: assistance animals. For Residents enrolled under Assistance Animal Resident Status, membership is available on a voluntary opt-in basis at any time, including upon execution of a new lease, lease amendment, or acquisition of a new animal.

(iii)  Voluntary opt-in: existing residents. Residents already residing in a Covered Property at the time of Platform deployment who are enrolled under Pet (dog or cat) or Pet: Other Animal Resident Status, and who have not yet been subject to mandatory enrollment, may opt in at any time prior to their next lease renewal. Upon lease renewal, the fee becomes mandatory in accordance with item (i).

All enrolled Residents, whether mandatory or opt-in, receive the full suite of PawFred membership benefits, including an NFC Smart Pet Tag (not applicable to Pet: Other Animal Residents), access to the PawFred resident mobile application, SOS animal support services, and the PawFred perks and discounts program.

A Resident under any Resident Status who subsequently acquires an animal and updates their Resident Status to Pet (dog or cat) or Pet: Other Animal must maintain an active Animal Community Membership from the date of that status update.

The applicable fee for each category is set forth in the applicable Property Authorization Form. The Animal Community Membership fee is payable directly to PawFred by enrolled Residents and is distributed in accordance with Section 5.5.

5.5.  Revenue Sharing.

In recognition of Partner’s role in driving Platform deployment and resident adoption at Covered Properties:

• Animal Community Membership Revenue. Fifty percent (50%) of Net Animal Community Membership Revenue, or such other percentage as may be specified in the applicable Order Form or Property Authorization Form, is allocated to the Owner identified in the applicable PAF and remitted monthly. “Net Animal Community Membership Revenue” means gross Animal Community Membership fees collected from Residents of the applicable Covered Property, less tag costs, payment processing fees, chargebacks, refunds, and applicable taxes.

• Sponsorship Revenue. Fifty percent (50%) of Net Sponsorship Revenue attributable to Residents of each Covered Property is remitted to the applicable Owner quarterly. Attribution is determined by PawFred in good faith based on Resident location data. “Net Sponsorship Revenue” means gross Sponsorship Revenue attributable to the applicable Covered Property, less payment processing fees, chargebacks, refunds, agency or placement commissions payable to third parties, and applicable taxes.

5.6.  Payment.

PawFred will pay all amounts due under this Agreement to the payout account designated by Partner or the applicable Owner through PawFred’s payment processor onboarding (Stripe Connect or any successor provider), completed following execution of the Partner Order Form or the applicable Property Authorization Form. PawFred does not collect or store banking credentials outside the payment processor.

Partner will, and will cause each applicable Owner to, complete any reasonable onboarding, tax, banking, verification or compliance requirements requested by PawFred or its payment processor as a condition of receiving payments, and will keep payout information current. Unless otherwise specified in an applicable Property Authorization Form, the portfolio-level payout configuration applies to all Covered Properties. Amounts that cannot be remitted because payout onboarding is incomplete accrue to the credit of the applicable Owner and are not forfeited.

5.7.  Reporting and Audit.

PawFred will provide Partner and each Owner with real-time access to Animal Community Membership Revenue and Sponsorship Revenue reporting through the Property Dashboard, together with a monthly statement of amounts collected, deductions applied, and amounts remitted.

Not more than once in any twelve (12) month period, and on at least thirty (30) days’ prior written notice, Partner may engage an independent certified public accountant reasonably acceptable to PawFred and bound by confidentiality obligations no less protective than Section 7 to audit PawFred’s calculation of amounts payable under Section 5.5 for the preceding twelve (12) months. The audit is conducted at Partner’s expense during normal business hours and without unreasonable interference with PawFred’s operations. If the audit shows an underpayment exceeding five percent (5%) of amounts properly due for the audited period, PawFred will reimburse the reasonable cost of the audit and pay the shortfall within thirty (30) days.

5.8.  Verification.

5.8.1.  Resident Declarations.

During lease signing or amendment through the Platform as part of mandatory enrollment, each Resident will execute and submit through the Platform the Resident Declaration corresponding to their Resident Status. All Resident Declarations are physically or electronically executed, legally binding, and stored within the Platform as part of the applicable Covered Property’s compliance record.

5.8.2.  Verification Process.

PawFred will conduct Verification of each submitted Resident Declaration by reviewing the declaration and supporting documentation against (i) the applicable Covered Property’s Animal Policy and (ii), solely with respect to Resident Assistance Animal Declarations, applicable federal law and guidance including the Fair Housing Act and HUD guidance on assistance animals in housing.

The Animal Policy configured by Owner may incorporate applicable state and local legal requirements, including vaccination, licensing, and animal control rules. PawFred will make available reference materials to assist Owners in configuring their Animal Policy. PawFred does not independently verify compliance with applicable law and makes no representation or warranty that any Animal Policy as configured satisfies all legal requirements binding on Partner, any Owner, or any Property Manager. Responsibility for the legal sufficiency of the Animal Policy and of all lease and community documents remains with Owner and the applicable Property Manager.

5.8.3.  Owner-Elected Enforcement Rules.

Owner may elect to incorporate additional community-specific enforcement rules into the Verification workflow, including without limitation: (i) breed, size, weight or quantity restrictions, which as a matter of Florida law may be imposed by private property owners but not by governmental entities; (ii) additional vaccination or licensing documentation requirements; and (iii) DNA waste management programs such as PooPrints® or equivalent, for which PawFred will facilitate resident enrollment and track compliance within the Platform.

PawFred will use commercially reasonable efforts to incorporate Owner-elected enforcement rules into Verification at no additional cost, provided they do not conflict with applicable federal law, including Fair Housing Act requirements with respect to assistance animals. PawFred may decline to implement any rule that PawFred reasonably determines presents a material legal risk, and will notify Owner of any such determination. For the avoidance of doubt, no breed, size, weight or quantity restriction will be applied by PawFred to any animal verified as an assistance animal under a compliant RAAD.

Third-party DNA testing kit and processing fees, where applicable, are a pass-through cost to the electing Covered Property and are not included within PawFred’s zero-cost structure.

5.8.4.  RAAD Review Standards.

Verification of Resident Assistance Animal Declarations is conducted in accordance with HUD’s FHEO Notice 2020-01 (January 2020) and any subsequent guidance. PawFred’s Verification determination is communicated to the applicable Property Manager within five (5) business days of a complete RAAD submission.

6.  Term and Termination

6.1.  Term.

This Agreement commences on the Effective Date and continues for an initial term of four (4) years, unless earlier terminated. Thereafter it renews automatically for successive two (2) year periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

6.2.  Termination at Will.

Either Party may terminate this Agreement at any time, for any reason or for no reason, upon sixty (60) days’ prior written notice to the other Party.

6.3.  Suspension.

PawFred may suspend Platform deployment activities at a Covered Property upon written notice if mandatory enrollment under Section 3.2 is not implemented and such failure continues for thirty (30) days after notice, or if payout or compliance onboarding required under Section 5.6 remains incomplete for sixty (60) days after notice. Suspension is not termination. Existing Resident memberships and the Owner’s revenue share under Section 5.5 continue during any suspension.

6.4.  Effect of Termination.

Upon termination or expiration:

• Partner will cease use of the Platform and PawFred-branded materials;

• PawFred will provide Partner and each applicable Owner with an export of all Resident data for their Covered Properties within thirty (30) days, in a commercially reasonable machine-readable format, at no cost;

• Residents enrolled prior to the effective date of termination may, at their election, maintain their Animal Community Membership directly with PawFred, and the applicable Owner’s revenue share under Section 5.5 on such continuing memberships will continue for twelve (12) months following the effective date of termination and cease thereafter; and

• all amounts accrued and unpaid as of the effective date of termination remain payable in accordance with Section 5.6.

Sections 1, 5.5 and 5.6 (as to accrued amounts), 5.7 (for twelve months), 6.4, 7, 8, 9.4, 10, 11, 12 and 13 survive termination or expiration of this Agreement.

7.  Confidentiality

7.1.  Confidential Information.

Each Party will keep confidential all non-public information disclosed by the other Party, including commercial terms, pricing, revenue-sharing arrangements, product specifications, Resident data, and operational processes (collectively, “Confidential Information”).

7.2.  Non-Disclosure.

Neither Party will disclose Confidential Information to any third party without prior written consent, except (i) to employees, affiliates, or professional advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than this Section, or (ii) as required by applicable law or court order, with prompt written notice to the disclosing Party to the extent legally permitted.

7.3.  Exclusions and Duration.

Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was rightfully known to the receiving Party without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party’s Confidential Information. Confidentiality obligations survive termination for three (3) years, except with respect to Resident data and trade secrets, which remain protected for so long as they retain their status under applicable law.

8.  Intellectual Property and Data

8.1.  PawFred IP.

PawFred retains all right, title, and interest in and to the Platform, NFC Smart Pet Tags, data structures, PawScore™ methodology, algorithms, branding, and all associated intellectual property. Nothing in this Agreement constitutes a transfer, assignment, or license of PawFred’s intellectual property beyond the limited operational use rights necessary to perform under this Agreement.

8.2.  Resident Data.

All Resident data collected through the Platform in connection with a Covered Property remains the property of the applicable Owner and, where the Owner has engaged a Property Manager, is accessible by the authorized Property Manager of record for operational purposes. PawFred may use such data in aggregated and de-identified form for platform improvement, benchmarking, and industry intelligence purposes, provided that no such use identifies Partner, any Owner, any Covered Property, or any individual Resident.

8.3.  Feedback.

If Partner, any Owner, or any Property Manager provides suggestions, enhancement requests, or other feedback regarding the Platform, PawFred may use and incorporate that feedback without restriction or obligation. No feedback is deemed Confidential Information of the providing party.

8.4.  Publicity.

Each Party may identify the other as a partner and use the other’s name and logo in customer lists, its website, and ordinary-course marketing materials, in each case in accordance with any brand guidelines the other Party provides. Any press release, case study, or other public announcement describing the relationship requires the prior written consent of both Parties, not to be unreasonably withheld, conditioned, or delayed. Either Party may revoke the marketing permission in this Section on thirty (30) days’ written notice.

9.  Representations, Warranties and Disclaimer

9.1.  Mutual Representations.

Each Party represents and warrants that (i) it is duly organized and in good standing; (ii) it has full authority to enter into and perform this Agreement; and (iii) this Agreement constitutes its legal, valid, and binding obligation.

9.2.  PawFred Representations.

PawFred represents and warrants that (i) the Platform and its compliance workflows are designed and maintained in accordance with applicable HUD guidance and the Fair Housing Act with respect to assistance animal accommodation procedures; (ii) it will perform its obligations in a professional and workmanlike manner consistent with generally accepted industry standards; and (iii) it maintains the insurance coverage described in Section 13.12.

9.3.  Partner Representations.

Partner represents and warrants that (i) with respect to each Covered Property, Partner holds ownership title or has the contractual authority to direct or reasonably influence the applicable Property Manager to cooperate with PawFred’s deployment; (ii) implementation of the Platform will not violate any applicable lease terms or regulations binding on Partner or any Owner; (iii) Partner will cause each applicable Owner to execute a Property Authorization Form prior to deployment at that Owner’s property; and (iv) Partner’s activities under Section 2.5 will be conducted in good faith and in compliance with applicable law.

9.4.  Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND PAWFRED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PAWFRED DOES NOT PROVIDE LEGAL ADVICE. VERIFICATION, THE ANIMAL POLICY CONFIGURATION TOOLS, AND ANY REFERENCE MATERIALS MADE AVAILABLE BY PAWFRED ARE OPERATIONAL COMPLIANCE TOOLS AND DO NOT CONSTITUTE A DETERMINATION THAT ANY ANIMAL POLICY, LEASE PROVISION, OR ENFORCEMENT PRACTICE COMPLIES WITH APPLICABLE LAW. PARTNER AND EACH OWNER REMAIN SOLELY RESPONSIBLE FOR OBTAINING THEIR OWN LEGAL ADVICE.

The revenue and net operating income figures PawFred publishes in marketing materials are illustrative projections based on industry benchmarks and are not a representation, warranty, or guarantee of results at any Covered Property.

10.  Indemnification

10.1.  PawFred Indemnification.

PawFred will defend, indemnify and hold harmless Partner, each Owner, and their respective officers, directors, employees and agents from and against any third-party claim, and all resulting losses, damages, liabilities, settlements, costs and expenses (including reasonable attorneys’ fees), to the extent arising out of:

(i)  PawFred’s gross negligence or willful misconduct in performing under this Agreement;

(ii)  any allegation that the Platform, as provided by PawFred and used in accordance with this Agreement, infringes or misappropriates any third-party intellectual property right;

(iii)  PawFred’s breach of Section 12 resulting in unauthorized access to or disclosure of Resident data within PawFred’s possession or control; or

(iv)  a determination by a court or agency of competent jurisdiction that a Verification determination made by PawFred with respect to a Resident Assistance Animal Declaration violated the Fair Housing Act, except to the extent that determination results from an Owner-Elected Enforcement Rule or from Partner’s, an Owner’s, or a Property Manager’s failure to implement PawFred’s determination.

10.2.  Partner Indemnification.

Partner will defend, indemnify and hold harmless PawFred and its officers, directors, employees and agents from and against any third-party claim, and all resulting losses, damages, liabilities, settlements, costs and expenses (including reasonable attorneys’ fees), to the extent arising out of:

(i)  the gross negligence or willful misconduct of Partner, any Owner, or any Property Manager;

(ii)  the content of any Animal Policy or any Owner-Elected Enforcement Rule, including any claim that such policy or rule violates applicable law;

(iii)  the assessment, collection, or administration of pet rent or pet deposits under Section 5.3; or

(iv)  any lease provision, community rule, or enforcement action of Partner, an Owner, or a Property Manager relating to animals at a Covered Property.

10.3.  Procedure.

The indemnified party will give the indemnifying party prompt written notice of any claim, provided that failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced. The indemnifying party controls the defense and settlement of the claim, provided that it will not enter into any settlement that imposes liability or admits fault on the part of the indemnified party without that party’s prior written consent. The indemnified party may participate in the defense at its own expense and will provide reasonable cooperation at the indemnifying party’s expense.

11.  Limitation of Liability

11.1.  Indirect Damages.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2.  Cap on Liability.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AGGREGATE AMOUNTS PAID OR PAYABLE BY PAWFRED TO PARTNER AND THE OWNERS UNDER SECTION 5.5 DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED THOUSAND UNITED STATES DOLLARS (US$100,000).

The limitations in Sections 11.1 and 11.2 do not apply to (i) a Party’s indemnification obligations under Section 10; (ii) breach of Section 7 (Confidentiality); (iii) infringement or misappropriation of the other Party’s intellectual property; or (iv) a Party’s gross negligence, willful misconduct, or fraud.

12.  Data Privacy and Security

12.1.  Compliance.

Each Party will comply with all applicable federal, state, and local data privacy laws in connection with the collection, processing, storage, and transfer of Resident data, including the Florida Information Protection Act (Fla. Stat. § 501.171).

12.2.  Security Measures.

PawFred will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Resident data against unauthorized access, use, alteration, or disclosure, consistent with the security practices described at pawfred.com/legal/security, as updated from time to time. PawFred will notify Partner without undue delay, and in any event within seventy-two (72) hours, after confirming any unauthorized access to or disclosure of Resident data affecting a Covered Property, and will provide reasonable cooperation in Partner’s or an Owner’s response to such incident. At Partner’s request, the Parties will execute PawFred’s standard data processing addendum.

13.  General Provisions

13.1.  Order of Precedence.

In the event of a conflict among the documents comprising this Agreement, the following order of precedence applies: (i) the Partner Order Form; (ii) the applicable executed Property Authorization Form, as to the Covered Property it identifies; (iii) these Standard Terms; and (iv) the Exhibits.

13.2.  Entire Agreement.

This Agreement, together with the Partner Order Form and each executed Property Authorization Form, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and understandings, whether written or oral. Any prior term sheet, letter of intent, or memorandum of understanding between the Parties relating to this subject matter is superseded to the extent identified in the Partner Order Form. This Agreement may be amended only as provided in Section 13.3 or by a written instrument signed by authorized representatives of both Parties.

13.3.  Modification of Standard Terms.

PawFred may publish updated versions of these Standard Terms at pawfred.com/legal/ppa. Each Partner remains governed by the version in effect on its Effective Date until migrated in accordance with this Section. PawFred may migrate Partner to a later version upon thirty (30) days’ prior written notice. If the updated version materially and adversely affects Partner’s rights or obligations, Partner may reject the migration by written notice within that thirty (30) day period, in which case Partner remains governed by its existing version through the end of the then-current term. Commercial terms set forth in the Partner Order Form are not affected by any migration.

13.4.  Governing Law and Venue.

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. The Parties irrevocably consent to exclusive jurisdiction and venue in the state and federal courts located in Miami-Dade County, Florida.

13.5.  Waiver of Jury Trial.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.6.  Notices.

Notices to PawFred are sent to PAWFRED Inc., Attn: Legal Department, legal@pawfred.com. Notices to Partner are sent to the notice contact identified in the applicable Partner Order Form. Notice by email is effective on transmission, provided no bounce or delivery-failure message is received. Either Party may change its notice contact by notice given under this Section.

13.7.  Severability.

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

13.8.  Waiver.

No failure or delay by either Party in exercising any right constitutes a waiver of that right. No waiver is effective unless in writing.

13.9.  Execution and Electronic Signatures.

This Agreement is not separately signed. It is accepted and becomes binding upon Partner’s execution of a Partner Order Form incorporating it by reference, including by typed-name electronic signature. Any document under this Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original. Electronic signatures are valid and binding under the Florida Electronic Signature Act (Fla. Stat. § 668.50 et seq.) and the federal E-SIGN Act.

13.10.  Independent Contractors.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

13.11.  Third-Party Beneficiaries.

Except for each Owner, who is an intended third-party beneficiary of Sections 5.5, 5.6, 5.7, 6.4, 8.2 and 10.1 with respect to its own Covered Properties, there are no third-party beneficiaries to this Agreement.

13.12.  Insurance.

PawFred will maintain, at its own expense and with insurers of recognized financial responsibility, commercial general liability, technology errors and omissions, and cyber liability insurance in amounts customary for companies of similar size and business. PawFred will provide certificates of insurance upon written request.

13.13.  Compliance with Laws.

Each Party will comply with all laws, rules, and regulations applicable to its performance under this Agreement, including fair housing, consumer protection, data privacy, and anti-corruption laws.

13.14.  Network Contact Commercial Terms.

Each Network Contact that elects to deploy the Platform following an introduction under Section 2.5 will negotiate and execute a separate agreement directly with PawFred. Commercial terms applicable to such deployments are determined on a property-by-property basis and memorialized in those agreements. PawFred and Partner may agree in writing on a referral fee payable to Partner in respect of any such deployment. Nothing in this Agreement obligates PawFred to offer any particular commercial terms to any Network Contact or to agree any referral fee.

13.15.  Force Majeure.

Neither Party is liable for any delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including acts of God, hurricanes, floods, fires, earthquakes, pandemics, governmental actions, war, terrorism, labor disputes, or internet or utility failures (each, a “Force Majeure Event”). The affected Party will promptly notify the other in writing and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate upon thirty (30) days’ written notice without liability. This Section does not excuse any payment obligation.

13.16.  Assignment.

Neither Party may assign or transfer this Agreement without the prior written consent of the other, which will not be unreasonably withheld, conditioned, or delayed; provided that either Party may assign without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, so long as the assignee assumes all obligations in writing. Any purported assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

Execution

This Agreement is not separately signed. It is accepted and becomes binding upon Partner’s execution of a Partner Order Form incorporating it by reference. Per-property deployment is authorized through executed Property Authorization Forms (Exhibit A).

Exhibit A — Property Authorization Form

The Property Authorization Form is PawFred’s standard per-property execution form, published separately at pawfred.com/legal/paf and completed once per Covered Property. It is executed by the Owner and PawFred; the Property Manager does not execute it. Section 8 of the PAF contains the Owner’s standing instruction to its Property Manager to cooperate with implementation. Each executed PAF is incorporated into and forms part of this Agreement with respect to the property identified therein.

Exhibit B — Property Onboarding 

Exhibit B describes the five operational onboarding modules completed by the PawFred onboarding team in coordination with the Property Manager following execution of a Property Authorization Form. These modules require no legal review and no additional signature by Partner, any Owner, or any Property Manager. Each module is completed electronically via the PawFred Onboarding Portal. A summary of completed module data is maintained in PawFred’s systems and made available to Owner and Partner through the Property Dashboard.

OB-1 — Property Setup. Property address and layout, building and tower structure, unit numbering, property management system and technology stack, on-site contacts.

OB-2 — Animal Policy. Breed, size, weight and quantity restrictions, prohibited common areas, leash requirements, pet relief areas, assistance animal process, current pet rent and deposit baseline, DNA waste management election, and other community-specific animal rules.

OB-3 — PawFred Configuration. Pet rent tiers, pet deposit policy, new animal authorization workflow, resident onboarding channel, and revenue split confirmation. Animal Community Membership fees are configured in the PAF and pre-loaded into the Platform at deployment.

OB-4 — Remittance and Payouts. Stripe Connect onboarding, payout configuration, billing contact, revenue statement delivery preferences.

OB-5 — Tag Delivery. NFC Smart Pet Tag delivery address, recipient, preferred delivery window and blackout dates, site access instructions, distribution plan.