Description of Services. Fetch desires to provide pet insurance coverage to employees of Company, and Company desires to procure access to insurance coverage for individuals employed by Company (an “Eligible Employees”), subject to these terms and conditions (the “Program”). Fetch will provide or facilitate the provision of pet insurance coverage for the cats and dogs of Eligible Employees who are enrolled in the Program, subject to underwriting criteria established by the insurance company or companies issuing such coverage (the “Services”). Fetch shall be responsible for paying or collecting any federal, state, local, value-added, goods-and-services or any other similar taxes or duties related to or arising from the Services provided under this Agreement. Fetch shall be solely responsible for providing all customer support regarding the Services. Company may refer any Eligible Employee inquiries regarding such Services to the customer service area provided by Fetch.

Employee Awareness. Fetch shall develop, prepare and provide to Company’s designated authorized representative certain content and information relating to Fetch’s products and services, in connection with the Program, for distribution to Eligible Employees (the “Materials”). Company agrees not to modify the Materials in any way without Fetch’s prior written consent. Company will only use the Materials in accordance with any applicable laws.

Publicity and Use of Trademarks. Neither party may use any name, logo, trademark or trade name of the other party in any publicity release, promotional material, customer list, advertising, marketing or business-generating effort, whether written or oral, without obtaining the prior written consent of the other party, which may be withheld in the other Party’s sole discretion.

Confidentiality. Each party agrees to protect the other party’s Confidential Information with procedures no less restrictive than those it employs to protect its own confidential information, but in no case less than a reasonable degree of care, for as long as it retains such Confidential Information. The parties will ensure their employees, agents, and subcontractors appropriately protect and safeguard all Confidential Information and be liable for any failures by such representatives to adequately protect the Confidential Information. “Confidential Information” means any information disclosed by a party to the other party that: (i) is marked as confidential, proprietary, or trade secret; (ii) is designated as confidential by a party, either orally or in writing, at the time of disclosure; (iii) any source code, object code, machine code, algorithms, or other technical information related to the Program; and (iv) any other non-public information which a reasonably prudent person would identify as confidential, proprietary, or trade secret.

Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania and applicable federal law, without regard to the choice of law doctrine or the conflicts of law principles thereof or of any other jurisdiction to the contrary.

Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to any third party claim alleging: (i) misuse of the Services; (ii) misappropriation or infringement of the intellectual property rights of any third party in connection with its use or misuse of the Services; or (iii) breach of these terms and conditions.