Terms of Service.

Plain-English summary: You sign an Order Form with us. You use the Service for the term in the Order Form. You own your data. We provide reasonable uptime. We may suspend the account for non-payment or abuse with notice. Either of us can walk away on the terms below. Disputes get resolved in Michigan unless your Order Form says otherwise.

1. The Agreement

These Terms of Service ("Terms") govern access to and use of the AnimalShelterIQ platform (the "Service") provided by MKN Web Solutions, LLC ("we," "us," "our"). Each customer relationship is governed by these Terms, the order form ("Order Form") executed by the customer, and the Data Processing Addendum. If a separately-signed Master Service Agreement exists, it controls.

2. The Service

The Service is the AnimalShelterIQ application accessible at animalshelteriq.com (and any subdomain we designate) and the mobile-first Progressive Web App installable on iOS, Android, Windows, and macOS. We continuously update the Service. Material changes that reduce or remove existing functionality will be communicated in advance.

3. Your account

You are responsible for the accuracy of the information you provide, the safeguarding of credentials, and the conduct of users acting under your account. You will promptly notify us of any unauthorized access. We may suspend access to investigate suspected unauthorized use.

4. Acceptable use

You will not, and will not permit users to:

• Use the Service for any unlawful purpose
• Probe, scan, or test the vulnerability of any system or network without our prior written consent
• Interfere with or disrupt the integrity or performance of the Service
• Reverse-engineer, decompile, or copy the Service except as expressly permitted
• Use the Service to send spam or to harvest contact information
• Upload content that infringes third-party rights or violates law

5. Fees

Fees are set in the Order Form. Unless the Order Form provides otherwise, invoices are due net-30. Late amounts accrue interest at 1.5% per month or the maximum permitted by law. We may suspend the Service for accounts more than 60 days past due after 30 days' written notice.

6. Customer data & ownership

You own all data you upload to or generate in the Service ("Customer Data"). You grant us a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide the Service. We will not access Customer Data except (a) to provide the Service, (b) as you instruct, (c) to comply with law, or (d) to enforce these Terms. Customer Data handling is further governed by the DPA.

7. Intellectual property

We retain all right, title, and interest in the Service, including all software, designs, models, and documentation. You retain all right, title, and interest in Customer Data. Nothing in these Terms transfers ownership of either.

8. Confidentiality

Each party will use the other's non-public information only to perform under these Terms and will protect it with the same care it uses for its own confidential information (and not less than reasonable care). Confidentiality obligations survive termination for three years; obligations regarding trade secrets survive indefinitely.

9. Availability

We target 99.9% monthly uptime, excluding scheduled maintenance, force majeure, and customer-side issues. Service credits, if any, are described in the Order Form.

10. Warranties & disclaimers

We warrant that we will provide the Service in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of liability

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES. Each party's aggregate liability arising out of or related to these Terms is limited to the fees paid or payable to us in the twelve months preceding the event giving rise to the claim. These limits do not apply to confidentiality breaches, indemnification obligations, or amounts owed under the Order Form.

12. Indemnification

We will defend you against third-party claims that the Service infringes a US patent, copyright, or trademark, and pay damages finally awarded or agreed in settlement. You will defend us against third-party claims arising from Customer Data, your use of the Service in violation of these Terms, or your violation of law.

13. Term & termination

These Terms remain in effect for the term stated in the Order Form. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination: (a) your access ends; (b) we will export and then delete Customer Data per the DPA; (c) all amounts owed become immediately due.

14. Government customers

For customers that are US state, county, or municipal entities, provisions requiring indemnification or arbitration may be modified or stricken to the extent prohibited by state or local law. We will negotiate procurement-required terms in good faith.

15. Governing law & venue

These Terms are governed by the laws of the State of Michigan, without regard to its conflict-of-laws principles. Any dispute will be brought exclusively in the state or federal courts located in Michigan, unless the Order Form provides otherwise (e.g., a government customer's home jurisdiction).

16. Changes

We may update these Terms. For material changes affecting current customers, we will provide at least 30 days' notice to the billing contact. Continued use after the effective date constitutes acceptance.

17. Contact

MKN Web Solutions, LLC
Contracts & billing: mike@mkn.us

These Terms are a template prepared in good faith and are not a substitute for legal advice. Customers should review with counsel before signing.