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Last Updated: February 7, 2025

This Honor Pet Service Agreement for Providers (this "Agreement") is a legal and binding agreement between Water Passing Corporation, d/b/a Honor Pet ("Honor Pet"), located at 717 Mateo Street, Los Angeles, CA 90021, and you ("Provider") (each individually a “Party” and collectively the “Parties”). Honor Pet offers Provider the ability to access Honor Pet’s online dashboard (“Dashboard”) for the purpose of procuring water cremation services on behalf of Provider's customers ("Clients") for their pets.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I AGREE" BUTTON ON THE REGISTRATION PAGE AND SUBMIT YOUR REGISTRATION INFORMATION (the "Effective Date"). BY CHECKING THE "I AGREE" BOX ON THE REGISTRATION PAGE AND SUBMITTING YOUR REGISTRATION INFORMATION (OR BY ACCESSING OR USING THE DASHBOARD) YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, INCLUDING OUR CONSENT FOR ELECTRONIC SIGNATURES, RECORDS, AND DISCLOSURES, WHICH IS HEREBY INCORPORATED INTO THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CHECK THE "I AGREE" BOX ON THE REGISTRATION PAGE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION. IN THE EVENT OF A DISPUTE, THE ARBITRATION PROVISION WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION.

  1. Services

    1. Service Description.

      Honor Pet will enable Provider to access the Dashboard and use it to request water cremation services for Clients’ pets. After receiving a request, Honor Pet will (a) transport the pet to the water cremation facility, (b) cremate the Pet, and (c) deliver the cremains to the Client (the “Services”). Notwithstanding the foregoing, Honor Pet may deny a request for Services if Provider is in breach of this Agreement (including with respect to its payment obligations).

  2. GENERAL PROVIDER OBLIGATIONS

    1. Signage and Other Displays.

      Provider agrees to display Honor Pet-approved online logos, or other online or offline displays relating to the Services ("Honor Pet Marketing Materials") as required by Honor Pet. Honor Pet grants Provider a worldwide, non-exclusive, perpetual, revocable, royalty-free, non-transferable, license throughout the Term to use, reproduce, and display the Honor Pet Marketing Materials solely in accordance with Honor Pet’s instructions. For clarity, except as set forth in the foregoing sentence, Honor Pet retains all rights and ownership in the Honor Pet Marketing Materials. Provider may not make any changes to the Honor Pet Marketing Materials without Honor Pet's prior written approval.

    2. Duty to Inform.

      Provider agrees to immediately notify Honor Pet in the event of: (a) Provider suspecting fraud or illegal, suspicious, or unusual activity relating to an Honor Pet transaction; or (b) any material change to Provider's information, including the nature of its business or the goods and services sold by Provider, that would pose a material adverse risk to Provider's financial standing or to Honor Pet's ability to offer the Services to Provider or any Client.

    3. Service Fees.

      Provider will pay a service fee of $150 for each pet cremated by Honor Pet in an individual cremation and $50 for each pet cremated by Honor Pet in a communal cremation; provided that Honor Pet may modify such fees in its discretion on fifteen (15) days’ prior notice to Provider. Honor Pet will invoice Provider on a monthly basis and Provider will pay Honor Pet all fees included in an invoice within 30 days of receipt. Provider shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Provider hereunder; provided, that, in no event shall Provider pay or be responsible for any taxes imposed on, or regarding, Honor Pet’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

    4. Client Disputes.

      Provider agrees to cooperate with Honor Pet in resolving disputes concerning the Services, including responding within seven (7) days of any inquiry or request for information from Honor Pet. If Provider receives a complaint or inquiry from a Client relating to Honor Pet (including the Services), Provider will refer the Client to contact Honor Pet to resolve the complaint or inquiry.

    5. Provider Policies.

      Provider will maintain fair and legally compliant refund, return, and/or exchange policies, post such policies in a clear and conspicuous manner at any location that is clear and readily noticeable before Client completes a purchase, and comply with such policies with respect to any purchase that includes Services.

    6. Honor Pet Dashboard.

      Provider will comply with the Dashboard licenses and operating requirements when accessing and using the Dashboard. Provider is responsible for the security and confidentiality of its login credentials to the Dashboard and is liable for all access to and use of the Dashboard. Provider must notify Honor Pet immediately in the event Provider discovers any unauthorized use of its login credentials or the Dashboard.

    7. Provider Information.

      At initial registration, and upon Honor Pet's request thereafter from time to time, Provider agrees to provide Honor Pet with all information reasonably necessary for Honor Pet to verify that Provider is eligible for the Services, including its identity, status, financial statements and standing, or other requirements (collectively, "Provider Information"). Honor Pet will treat Provider Information as Provider's Confidential Information in accordance with this Agreement.

    8. Non-Discrimination.

      Provider may not take any action or make any communication that would disparage, discriminate against, or otherwise disadvantage Honor Pet or Client's use of Honor Pet, including but not limited to (a) discouraging Client from using Honor Pet in favor of another method for cremation services, (b) presenting Honor Pet in any manner that is materially less prominent than other services at Provider's location(s), or (c) applying a surcharge or other additional fee on the Services.

  3. REFUNDS

    Fees paid (or payable) by Provider to Honor Pet for the Services are non-refundable. If a refund is due to a Client in connection with the Services, Provider will be responsible for issuing the refund to the Client.

  4. DISCLAIMER

    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HONOR PET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, ERROR-FREE OPERATION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

  5. TERM, TERMINATION AND SUSPENSION

    1. Provider Termination.

      Provider may terminate this Agreement without cause upon fifteen (15) days written notice to Honor Pet.

    2. Honor Pet Termination.

      Honor Pet may terminate this Agreement (a) without cause upon fifteen (15) days written notice to Provider, or (b) immediately if Provider fails to comply with Honor Pet’s requirements or otherwise breaches this Agreement.

    3. Term.

      The term of this Agreement commences on Effective Date and continues thereafter until terminated by Provider or Honor Pet (the “Term”).

  6. MISCELLANEOUS

    1. Changes to the Services.

      Honor Pet may, from time to time, make changes to the Services, including Provider's access to and use of the Dashboard or any Honor Pet Marketing Materials. Such changes will be communicated in writing.

    2. Confidential Information.

      Except to the extent necessary to perform under this Agreement or as required by applicable law or valid order of a court or governmental authority, neither Party may disclose this Agreement or any non-public information it receives from the other Party (collectively, “Confidential Information”) to any third party, nor use the Confidential Information for any purpose other than performance of its obligations under this Agreement, without the prior consent of the other Party. Further, each Party shall: (a) exercise the same degree of care to prevent disclosure of the Confidential Information as it takes to preserve and safeguard its own Confidential Information but, in any event, no less than a reasonable degree of care; and (b) promptly notify the other Party upon becoming aware of any loss or unauthorized use or disclosure of the other Party’s Confidential Information, cooperate with other Party to help regain control of the Confidential Information, and take reasonable steps to prevent any further unauthorized use or disclosure. Information shall not be subject to the restrictions set forth in this Section to the extent such information is: (i) already known by the receiving Party without an obligation of confidentiality; (ii) publicly known through no unauthorized act of the receiving Party; (iii) rightfully received from a third party by the receiving Party without any obligation of confidentiality; or (iv) independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party.

    3. Relationship.

      The Parties acknowledge and agree that they are independent contractors and that: (a) nothing contained in this Agreement will be construed to make either Party, or any of their respective employees or agents, an employee, agent, or legal representative of the other; (b) neither Party shall have any authority under this Agreement to bind, obligate, or otherwise commit the other Party to any agreement or transaction for any purpose whatsoever; and (c) this Agreement does not create or evidence any partnership, joint venture, franchise, or other business organization between the Parties.

    4. Indemnification.

      Provider shall indemnify, hold harmless, and defend Honor Pet from any and all claims, demands, damages, suits, losses, liabilities and causes of action (including without limitation, the cost of defense, attorneys' fees, and the payment of any final judgment rendered against or settlement agreed to by Honor Pet or its affiliates arising directly or indirectly from, as a result of, or in connection with, Provider’s use of the Services). Honor Pet reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Provider, in which event Provider will fully cooperate with Honor Pet in asserting any available defenses. Honor Pet will provide notice to Provider of any such claim, suit, or proceeding. Provider may not settle or compromise any claim against the indemnified parties without Honor Pet’s written consent. If applicable, Provider waives California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

    5. Limitation of Liability.

      IN NO EVENT SHALL HONOR PET BE LIABLE TO PROVIDER, CLIENT, OR ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT HONOR PET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL HONOR PET’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO HONOR PET IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    6. Arbitration.

      Should any dispute arise in connection with the interpretation, implementation or violation of any of the terms hereof, or with respect to the Parties’ obligations hereunder, the Parties agree that such dispute shall be settled by arbitration before an arbitrator pursuant to the rules of JAMS Streamlined (for claims under $250,000) or JAMS Comprehensive (for claims over $250,000), conducted by a single arbitrator knowledgeable of both contract law. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Any decision rendered by the arbitrator shall be conclusive and binding upon the Parties and there shall be no right of appeal therefrom in any forum. Any arbitration hereunder shall be conducted in Los Angeles, CA, and the arbitrator shall apply the laws of the State of California, without giving effect to its principles of conflict of laws. The Parties to such arbitration shall each bear their own costs and expenses related thereto and shall share the expense of the arbitrators equally. EACH PARTY UNDERSTANDS THAT BY AGREEING TO ARBITRATION IN THE EVENT OF A DISPUTE IN CONNECTION WITH THIS AGREEMENT, EACH PARTY IS EXPRESSLY WAIVING SUCH PARTY’S RIGHT TO REQUEST A TRIAL BY JURY IN A COURT OF LAW. If, notwithstanding the arbitration provisions of this Agreement, a Party shall succeed in bringing an action relating to any matter or dispute in connection with this Agreement in a court of law, then the exclusive venue for resolution of such matter or dispute shall be the State or Federal Courts located in Los Angeles County, California.

    7. Assignment.

      Provider may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Honor Pet. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

    8. Force Majeure.

      In no event shall Honor Pet be liable to Provider or any Client, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Honor Pet’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    9. Notices.

      All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and sent (a) via the Dashboard or to the email address associated with Provider’s account (in the case of Notices to Provider) or (b) to legal@honor.pet (in the case of Notices to Honor Pet).

    10. Entire Agreement.

      This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.