AME Terms of Service (For Organizations)
By executing (by signature, click agreement, or use of the system) these Terms, you agree to the terms, which together with any mutually agreed addenda, form a binding agreement (the “Agreement”).
1. Definitions
1.1 “Data” – data collected in connection with your use of the AME system.
1.2 “Fees” – fees for the Service and associated services we provide under an Order.
1.3 “Management System” – our cloud- and app-based adoption and payment-management system for use under this Agreement. The Management System includes Mobile Apps.
1.4 “Mobile App” – a downloadable software application and associated updates for accessing and using the Management System via a Mobile Device.
1.5 “Mobile Device” – a smartphone, tablet, or handheld device you supply, compatible with our Mobile App, for use with the System.
1.6 “Optional Services” – optional services (e.g., analytics, donation management, custom reporting, enhanced support, etc.) we provide at additional charge for use with the Service.
1.7 “Order” – a binding order covering the provision of Services under these Terms. An Order will result from one of the following: (a) mutual written agreement by the parties; or (b) your signature or click-agreement to these Terms.
1.8 “Service” – the service we provide for the management of adoptions, donations, and payments through our Management System.
1.9 “Subscription Term” – the Subscription Term begins upon electronic availability of System elements and has a term of one (1) month. The Subscription Term will automatically renew for successive one-month periods unless either party provides notice of non-renewal at least fifteen (15) days before the end of the then-current term.
1.10 “System” – the AME Management System we make available under these Terms.
1A. PetSmart Charities Partnership
Pet Loyalty Inc. operates Adoptions Made Easy (AME) in partnership with PetSmart Charities. AME facilitates digital adoption and payment processing for adoptions occurring through participating shelters and PetSmart retail locations. Data and payments processed through AME may be shared with PetSmart Charities for legitimate operational, accounting, compliance, and reporting purposes, in accordance with applicable laws, the AME Privacy Policy, and applicable data-protection standards.
2. Subscription
During the Subscription Term and subject to the terms of this Agreement, you subscribe to the Service (and applicable Optional Services) and we grant you a non-transferable, non-exclusive license to access and use the Management System (including applicable Mobile Apps).
3. Software
All software is owned by us or a third-party licensor who will retain exclusive right, title, and ownership of the software. You are granted a limited, personal, non-exclusive license, without the right to sublicense, to use the software only with the specific System elements covered by the applicable Order.
4. Other Support
4.1 Software Updates. When reasonably practical, we will alert you and other customers in advance of major updates. We will automatically install minor and general updates as they become available to the Management System and, when reasonably practical, cause updates to automatically install in Mobile Apps. If an update requires you to download it to your Mobile Device(s), we will inform you of the required procedure and you will complete the download. The term “Software Updates” means maintenance releases, error corrections, additions, modifications, extensions, new versions, and new releases of software for the System, excluding new products or services we elect to sell separately.
4.2 Support Services. We will provide you with access to our then-current standard support services for AME subscribers (“Support”).
5. Fees and Donations
5.1 Fees for Management System. The AME Management System is provided free of charge.
5.2 Fees for Transaction Processing. For adoptions or donations that include a credit-card payment processed through the Management System, a processing fee of five percent (5%) (with a minimum processing fee of five dollars ($5)) is added to the transaction along with the applicable credit-card processing fees. By default, the processing fee is added to the adoption or donation amount and paid by the adopter or donor. For transactions that do not include a payment processed through the Management System, there is no processing fee. From time to time, we may adjust our fees to better align with the value we provide and the cost of providing our services and will alert you via email of any changes.
5.3 Free Adoptions. Free adoptions will continue to be free to adopters. Starting January 1, 2025, the processing fee will be deducted from donations generated using the AME system. Fees are only charged if AME generates donations during the given month from free adoptions.
5.4 Donation Payouts. Donations collected through the AME system are paid out monthly.
5.5 Optional Services Fees. Fees for Optional Services that have been mutually agreed to in writing will be invoiced directly. Unless otherwise specified in writing, billing for Optional Services will be annual in advance. Payment terms are net thirty (30) days from invoice date with approved credit. We may refuse service for your failure to pay amounts you owe us. We may add a 1.5 % per-month service charge (or the maximum permitted by law if less) to delinquent accounts. You will pay the reasonable costs, charges, and expenses we incur (including attorneys’ fees) if the account is placed in the hands of an attorney or agency for collection.
6. Data
6.1 Your Access.
You may access your available Data during the Subscription Term and any successive renewal periods through the reporting features of the AME Management System, in accordance with our then-current data-retention practices.
6.2 Our Use.
We may use your Data to provide the Service and associated Support, but we will not otherwise use or disclose your Data (unless all identifying information unique to you has been removed at our expense). We may use Data of registered AME users who have provided user consent to receive updates on our products and services.
7. Confidentiality
7.1 Confidential Information.
“Confidential Information" means any technical or non-technical information related to the operations, products, technology, services, or business of a party disclosed or otherwise provided in any manner by such party to the other party, or to which the receiving party may gain access while performing under this Agreement, whether disclosed orally, visually, or in writing, and whether or not bearing any legend or marking indicating that such information or data is confidential.
Your Confidential Information includes your Data, confidential reports, financial and operational information, and other matters relating to the operation of your business. Confidential Information also includes the terms and conditions of this Agreement and proprietary or confidential information of any third party that may be in the disclosing party's possession. Our Confidential Information includes the AME Management System, its documentation, and pricing of the AME System and other elements.
7.2 Nondisclosure.
During the term of this Agreement and for a period of three (3) years thereafter, each party will:
(a) hold the other's Confidential Information in confidence, using the same degree (but no less than a reasonable degree) of care and protection that it exercises with its own confidential information of a similar nature;
(b) not directly or indirectly disclose, copy, distribute, republish, or allow access to any Confidential Information of the other party to a third party; and
(c) not use the other party's Confidential Information for any purpose other than as necessary to fulfill such party's obligations or exercise its rights under this Agreement.
Notwithstanding the above, either party may disclose Confidential Information if so required by applicable law or regulation (including court order or subpoena or other governmental decree or authority), provided that the receiving party, if required by governmental authority to reveal Confidential Information of the disclosing party, will, if allowed by applicable law, notify the disclosing party promptly upon learning of the government requirements and before making such disclosure, and will provide the disclosing party with an opportunity (at the disclosing party's own expense) to seek a protective order or other appropriate procedure so that the disclosure, if required, can be made in a manner that preserves the confidentiality of the Confidential Information.
8. Additional Terms
8.1 Intellectual Property.
The AME Management System and all other AME System elements are the intellectual property of Pet Loyalty Inc. As between you and us, we retain title to and ownership of all right, title, and interest in such assets, including all intellectual property and other proprietary rights therein. All rights not expressly granted herein are reserved by us.
You will not:
(a) provide access to or use the AME Management System for any purpose separate from the System covered by these Terms;
(b) disassemble, reverse-engineer, decompile, or otherwise attempt to derive the source code of the AME Management System or any other AME System element; or
(c) modify, port, adapt, translate, or create any derivative work based upon the AME Management System or any AME System element.
8.2 No Transfer.
Unless you have been granted rights as an authorized partner, you will not copy, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, use, offer on a service bureau basis, deliver, or otherwise transfer the AME Management System, in whole or in part.
8.3 Use Obligations.
You (A) will access and use the AME Management System only in accordance with this Agreement, and (B) will not upload or permit the AME Management System to be used to upload any data that:
(1) infringes the intellectual-property rights or other proprietary rights of any third party;
(2) is unlawful, defamatory, or objectionable; or
(3) contains software viruses or other harmful or malicious code, files, or programs.
8.4 No Conflicts.
You represent and warrant that:
(i) this Agreement has been duly entered into and constitutes a valid and binding agreement enforceable against you in accordance with its terms;
(ii) no authorization or approval from any third party is required in connection with your entering into or performance of this Agreement; and
(iii) your entering into and performance of this Agreement does not violate the terms or conditions of any other agreement to which you are a party or by which you are otherwise bound.
8.5 Compliance.
You will comply with all applicable laws and regulations in your use of the AME System. You, not us, are responsible for any applicable vertical or industry-specific regulatory compliance, including all shelter, animal care, or payment-processing laws that may apply to your operations.
9. Limitations of Liability
9.1 Exclusions.
NEITHER YOU NOR WE WILL BE LIABLE TO EACH OTHER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR DATA. EACH PARTY AGREES NOT TO SEEK SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY.
9.2 Liability.
OUR AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, INDEMNITY, OR OTHERWISE) FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT WILL NOT FOR ANY REASON EXCEED THE AMOUNT YOU HAVE PAID US IN FEES FOR SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE INCEPTION OF THE CLAIM. THE PRICING FOR SERVICES HEREUNDER IS BASED ON THESE LIMITATIONS OF LIABILITY.
9.3 Force Majeure.
We will not be in breach of this Agreement or liable for damages from any circumstances beyond our reasonable control, including (without limitation) fires, floods, natural disasters, power outages, cybercrime, acts of government, delays or disruptions by third parties (including communications or payment providers), labor disputes, or other events commonly considered force majeure.
10. Termination
10.1 Termination.
Either party may terminate this Agreement with fifteen (15) days’ written notice.
10.2 End of Management System and Access to Data.
When this Agreement and Support terminate, you will no longer have access to the AME Management System or the ability to generate reports containing your available Data. If you wish to use the AME Management System to create reports containing your available Data when the Agreement is scheduled to expire or terminate, you may continue to pay all Fees until you no longer desire access to the AME Management System. After the Agreement terminates, all remaining Data will eventually be deleted under our data-retention policy, unless termination is due to failure to pay fees when due or a breach of the Agreement terms.
10.3 Survival.
The rights and obligations which are continuing in nature (including Sections 5, 6, 7, 8, 9, 10, and 12) will survive any suspension or termination of this Agreement.
11. Applicable Terms
These Terms will apply and (except as mutually agreed in writing) remain unchanged during the Subscription Term. The Terms in effect at the time of renewal (posted at https://ame.petloyalty.co/docs/terms-of-service) will apply to any renewal.
12. General
12.1 Notices.
All “notices” must be in writing and delivered electronically or by another method with proof of delivery. All other communications, requests, or alerts may be provided by email, website, or other electronic means.
12.2 Assignment.
Neither party will assign this Agreement, in whole or in part, to a third party without the written consent of the other party; provided that (a) either party may assign this Agreement to an affiliate or to the surviving legal entity in the case of a merger or consolidation, or to an entity to which such party transfers all, or substantially all, of its business and assets relevant to this Agreement, and (b) the party making the assignment will promptly notify the other party of such assignment. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.
12.3 Governing Law.
This Agreement and any related transactions will be governed by the laws of the Commonwealth of Massachusetts, USA. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
12.4 Disputes.
The parties agree that the courts of the Commonwealth of Massachusetts will have exclusive jurisdiction over any claim, dispute, or controversy arising out of or related to this Agreement. You may not initiate any litigation or other legal claim against us if you have known of the claim for more than one (1) year. Each party will pay (without reimbursement from the other) any attorney’s fees and expenses it incurs in connection with any dispute.
12.5 Severability.
Any waiver of or modification to the terms of this Agreement will be ineffective unless executed in writing and signed by both parties. If any provision of these terms and conditions is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this document.
12.6 Complete Agreement.
This Agreement (as described above) contains the complete agreement between the parties (and supersedes any prior agreements) relating to the subjects of this Agreement. Any terms in any of your purchase orders or other ancillary documents that are in conflict with or in addition to the terms of this Agreement are rejected and will be of no effect unless expressly agreed to in writing by both parties.
12.7 Contact Information.
All official notices and correspondence under this Agreement should be directed to:
Pet Loyalty Inc.
1 Washington Mall, #1241
Boston, MA 02108
United States
Email: support@petloyalty.co
Website: www.petloyalty.co
Summary
These Terms of Service govern your organization’s use of the Adoptions Made Easy (AME) platform and related systems. By executing or using the system, you agree to be bound by this Agreement. This Agreement is governed by the laws of the Commonwealth of Massachusetts and forms a legally binding contract between your organization and Pet Loyalty Inc.
Last Updated Date: 06 NOV 2025