YOU MUST BE 18 OF AGE OR OLDER T

YOU MUST BE 18 OF AGE OR OLDER TO USE THIS SERVICE.
THE ESCROW SERVICE IS NOT PROVIDED IN CA, NV, NM, OR, UT, OR WA.
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "AGREE," YOU AGREE TO THIS AGREEMENT AS PRESENTED.

PUPPY ESCROW AGREEMENT

This Puppy Escrow Agreement ("Agreement") is made between the Buyer of a domestic pet and the Seller of that pet (the "Pet"), as each accepts this Agreement, and Puppy Escrow, LLC (and its successors and assigns) ("Escrow Agent").

1. Underlying Transaction - This Escrow Agreement is for the purpose of facilitating the purchase/sale/exchange of the Pet between Buyer and Seller after Buyer and Seller have agreed to the terms of the purchase/sale/exchange (the "Underlying Transaction"), such as (1) the price Buyer will pay for the Pet, (2) whether a Deposit (as described below) will be required for the Pet, (3) whether Buyer or Seller will pay the cost of shipping and insuring the shipment of the Pet from Seller to Buyer, and (4) whether Buyer and Seller have agreed to a Vet Check extended inspection period (as described below). Buyer and Seller agree to the Underlying Transaction by electronically accepting identical terms via the Puppy Escrow site. Buyer and Seller individually agree that their electronic acceptance serves as their electronic signature and has the same effect as their physical signature. Buyer and Seller each agree to maintain active Puppy Escrow accounts at all times that this Agreement is in effect as to any transaction of Buyer or Seller.

2. Escrow Fee, Deposit, and Escrow Funds - Escrow Agent's fee (the "Escrow Fee") for serving as Escrow Agent in the Underlying Transaction is a percentage (%) of the purchase price of the Pet plus the Vet Check fee (if applicable). These fees are posted in the Puppy Escrow service and are calculated for Buyer prior to Buyer's acceptance of the Underlying Transaction. THE ESCROW FEE IS NOT REFUNDABLE and is fully earned once Escrow Agent is engaged per Section 5. Promptly on Buyer's and Seller's agreement on the Underlying Transaction, Buyer shall pay to Escrow Agent, via payment means accepted by Escrow Agent, (i) the Escrow Fee plus the Deposit (if applicable) or (ii) the Escrow Fee plus the following "Escrow Funds": (1) the purchase price Buyer will pay for the Pet, and (2) shipping and insurance costs if to be paid by Buyer. If Buyer and Seller choose the Deposit option, the Vet Check fee (if applicable) will not be due to Escrow Agent until Buyer and Seller continue the Underlying Transaction per Section 8, and Buyer shall pay the Vet Check fee and the Escrow Funds to Escrow Agent promptly on Buyer's agreement to continue the Underlying Transaction per Section 8. If Buyer is not paying shipping and insurance costs, Seller agrees to fully pay such amounts. In no event shall Escrow Agent have any responsibility to pay shipping, insurance, or other amounts to any third party or to the extent not validly paid as part of the Escrow Funds. Escrow Agent posts acceptable payment forms, such as credit cards, on the Puppy Escrow website, and all amounts must be in United States Dollars unless Escrow Agent has specifically agreed otherwise.

3. Acceptance by Buyer - Buyer accepts this Agreement by clicking "Agree" on the Agreement screen at any time. Buyer agrees to proceed with the terms of this Agreement as to a particular Underlying Transaction when Buyer has (1) accepted this Agreement; and (2) agreed to identical terms of the Underlying Transaction with Seller by clicking "Agree" on the Buyer's transaction screens in the Puppy Escrow service; and (3) paid (a) the Escrow Fee plus the Deposit or (b) the Escrow Fee and the Escrow Funds, as applicable, to Escrow Agent.

4. Acceptance by Seller - Seller accepts this Agreement by clicking "Agree" on the Agreement screen at any time. Seller agrees to proceed with the terms of this Agreement as to a particular Underlying Transaction when Seller has (1) accepted this Agreement; and (2) agreed to identical terms of the Underlying Transaction with Buyer by clicking "Agree" on the Seller's transaction screens in the Puppy Escrow service.

5. Acceptance by Escrow Agent - Escrow Agent agrees to act as Escrow Agent for disbursement of the Escrow Funds for a particular Underlying Transaction only after (1) both Buyer and Seller have accepted this Agreement and the Underlying Transaction and (2) Escrow Agent has received (a) the Escrow Fee and the Deposit or (b) the Escrow Fee and the Escrow Funds, as applicable, in valid and good funds in a form acceptable to Escrow Agent.

6. Notice of Receipt of Deposit and Escrow Funds - Escrow Agent will post notice of its receipt of the Deposit and the Escrow Funds on Seller's and Buyer's Puppy Escrow accounts. This posting is not a promise by Escrow Agent that the Deposit or the Escrow Funds are good funds. Escrow Agent also will endeavor to e-mail Seller and Buyer regarding receipt of the Deposit and the Escrow Funds.

7. Deposit Option - Buyer and Seller may agree that Buyer will pay an initial deposit ("Deposit") for the Pet for a certain time period of up to, but not exceeding, 180 days (the "Deposit Period"), in which the Underlying Transaction must be completed. (For example, Buyer and Seller may agree to a Deposit to hold a puppy from an upcoming or newly born litter.) The Deposit may be either "refundable" or "nonrefundable." If Buyer and Seller agree that the Deposit is refundable, the Deposit shall be a credit to the purchase price that Buyer pays for the Pet, and in the event that the Underlying Transaction is not completed within the Deposit Period, Escrow Agent will return the Deposit to the Buyer. If Buyer and Seller agree that the Deposit is non-refundable, the Deposit shall be a credit to the purchase price that Buyer pays for the Pet, and in the event that the Underlying Transaction is not completed within the Deposit Period, Escrow Agent will forward the Deposit to the Seller. However, if Buyer has fulfilled all of Buyer's responsibilities under this Agreement such that Seller is obligated to ship the Pet to Buyer and Seller fails to ship the Pet, the Deposit, whether refundable or nonrefundable, shall be returned to Buyer after the Underlying Transaction is cancelled per Section 11.

8. Deposit Procedure - If Buyer and Seller choose the Deposit option, Buyer shall pay Escrow Agent per Section 2. Escrow Agent will post notice of receipt of the Deposit per Section 6. When Seller is ready and able to complete the Underlying Transaction, Seller must notify Escrow Agent and Buyer by clicking "Continue Transaction" on the transaction screen of Seller's Puppy Escrow account. Escrow Agent shall post notice on Buyer's and Seller's Puppy Escrow accounts that Seller has continued the Underlying Transaction. To continue the transaction, Buyer must pay Escrow Agent the Escrow Funds plus the Vet Check fee (if applicable) per Section 2. Escrow Agent will post notice of its receipt of Escrow Funds and the Vet Check fee (if applicable) per Section 6.

9. Shipping, Insuring and Tracking the Pet by Seller - Seller shall ship the Pet to Buyer within five (5) days from the date Escrow Agent sends or posts notice to Seller that Escrow Agent has received the Escrow Funds. Seller shall insure the Pet for shipment to Buyer in an amount sufficient to cover the full cost of the Pet and any costs arising out of the shipment of the Pet. Seller shall track the shipment of the Pet by any tracking methods provided by the shipping company and shall obtain all shipping information, including the name of the company or carrier making the shipment, the date of shipment, the date the shipment is expected to arrive at the final destination, the address of the final destination of the shipment, and any other information that will help Buyer receive the shipment. Promptly upon shipping the Pet, Seller shall provide the shipment details (including tracking number) to Buyer and Escrow Agent on the shipment details transaction screen of Seller's Puppy Escrow account.

10. Notice of Shipment to Buyer - Escrow Agent will promptly post the shipping details received from Seller on Buyer's Puppy Escrow account or notify Buyer via e-mail. Buyer is responsible for checking the shipping details.

11. Failure of Seller to Ship the Pet - If Seller fails to ship the Pet and provide shipment details to Escrow Agent and Buyer within five (5) days from the date that Escrow Agent posts notice of receipt of the Escrow Funds, (1) Escrow Agent may cancel the particular escrow transaction by posting or e-mailing notice of cancellation to Buyer and Seller and, within a reasonable time, returning the Escrow Funds and Deposit, whether refundable or nonrefundable, to Buyer, and/or (2) Buyer may cancel the Underlying Transaction effective one (1) business day after e-mailing notice of cancellation to both Seller and Escrow Agent (provided, such cancellation shall not be effective if Seller ships the Pet prior to receipt of such notice), and upon such cancellation, Escrow Agent shall have a reasonable time to act on such notice and return the Escrow Funds and Deposit, whether refundable or nonrefundable, to Buyer. In either event, Escrow Agent shall have no further obligations as to the transaction or the related Escrow Funds or Pet.

12. Receipt of the Pet by Buyer - Buyer shall take all reasonable actions within Buyer's control to ensure that Buyer receives and accepts the shipment of the Pet promptly upon delivery to the shipment destination. Upon receipt of the Pet by Buyer, Buyer shall notify Escrow Agent, via posting in Buyer's Puppy Escrow account, that Buyer has received the Pet. Escrow Agent will post notice of Buyer's receipt in Seller's Puppy Escrow account or notify Seller via e-mail. Notwithstanding Buyer's responsibilities herein, Buyer will be deemed to have received the Pet on the day that the records of the carrier making the shipment show that the Pet has been delivered to Buyer.

13. Buyer Inspection Period and Rejection Procedure - Buyer has three ( 2) days to inspect the Pet (the "Inspection Period"). If during the Inspection Period, Buyer rejects the Pet, Buyer shall log into Buyer's Puppy Escrow account and select the "Reject" button on Buyer's transaction screen and follow all other instructions on the transaction screen to properly reject the Pet. It is Buyer's responsibility to make sure that the rejection has been properly entered into the Puppy Escrow service. Upon such rejection, Escrow Agent will notify Seller by e-mail or posting in Seller's Puppy Escrow account that Buyer has rejected the Pet. Buyer is responsible for returning the Pet to Seller. Buyer shall ship the Pet, at Buyer's cost, within one (1) business day of Buyer's notice of rejection of the Pet. Buyer shall insure, at Buyer's cost, the shipment of the Pet to Seller in an amount sufficient to cover the full cost of the Pet and any cost arising out of the shipment of the Pet. Buyer shall track the shipment of the Pet by any tracking methods provided by the shipping company and obtain all shipping information, including the name of the company or carrier making the shipment, the date of the shipment, the date the shipment is expected to arrive at the final destination, the address of the final destination of the shipment, and any other information that will help Seller receive the shipment, and Buyer shall provide the shipment details (including tracking number) to Seller and Escrow Agent via the Puppy Escrow transaction screens. Notwithstanding the foregoing, in the event the Pet is not delivered alive to Buyer or dies during the Inspection Period without fault of Buyer, Buyer shall notify Escrow Agent immediately via e-mail or telephone in addition to selecting the "Reject" button; and, on receipt of a licensed veterinarian's certification stating the death and suspected cause of death, (i) Escrow Agent may return the Escrow Funds and Deposit, as applicable, to Buyer within a reasonable time of the rejection, and (ii) upon return of the Escrow Funds and Deposit, as applicable, Escrow Agent shall have no further obligations to Seller and Buyer regarding that transaction or the Pet or the Escrow Funds. Buyer is responsible for payment of all veterinarian's fees and expenses associated with Buyer's acceptance or rejection of the Pet.

14. Buyer Extended Vet Check Inspection Period - By selection in the Pet Escrow transaction screens, Buyer and Seller may agree to an extended inspection period during which Buyer may have a health inspection conducted on the Pet by a licensed veterinarian ("Vet Check"). Vet Check is provided for an additional fee payable to Escrow Agent in the amount described in the fees schedule listed in the Puppy Escrow Service. If Buyer and Seller agree to a Vet Check, Buyer shall have ten (10) days to inspect the Pet in addition to the Inspection Period. If Buyer rejects the Pet during the Vet Check period, Buyer shall follow the rejection procedure described in Section 13 above.

15. Buyer Accept ance of the Pet - Buyer accepts the shipment of the Pet upon the first to occur of the following: (1) Buyer logs into Buyer's Puppy Escrow account and selects the "Accept Shipment" button, or (2) Buyer fails to reject the shipment as described in Section 13 before the Inspection Period expires, or if applicable, before the Vet Check period expires.

16. Seller Acceptance of Rejected Pet - Seller accepts the rejection of the Pet by Buyer and accepts the return shipment of the Pet upon the first to occur of the following: (1) Seller logs into Seller's Puppy Escrow account and selects "Accept Return Shipment" in the Puppy Escrow transaction screens, or (2) Seller fails to select "Accept Return Shipment" button or "Reject Return Shipment" in the Puppy Escrow transaction screens within one (1) calendar day following the date on which Seller received the returned Pet. Seller will be deemed to have received the Pet on the day the records of the carrier making the shipment show that the Pet has been delivered to Seller.

17. Seller Rejection of Returned Pet - Seller rejects the returned shipment of the Pet if within one (1) day following the date on which Seller receives the returned Pet, Seller logs into Seller's Puppy Escrow account and selects the "Reject Return Shipment" button. It is Seller's responsibility to make sure that the rejection has been properly entered into the Puppy Escrow service. Upon such rejection, Escrow Agent will notify Buyer by e-mail or posting in Buyer's Puppy Escrow account that Seller has rejected the return of the Pet. If Seller rejects the returned Pet in the manner described above, then Buyer and Seller shall be deemed to have a "dispute" regarding (1) whether the returned Pet was returned in the condition that it was originally sent to Buyer from Seller (excepting normal degrading of health due to a condition existing at the time of delivery to Buyer), or (2) the manner in which the Escrow Funds are to be allocated between Buyer and Seller to compensate Seller for the diminution in value of the returned Pet. Escrow Agent will continue to hold the Escrow Funds and Deposits (if applicable) until the dispute is resolved in accordance with Section 23 of this Agreement. Escrow Agent is entitled to the Escrow Fee notwithstanding Buyer's or Seller's rejection or any other dispute between Buyer and Seller.

18. Disbursement of Escrow Funds and Deposit to Seller - Escrow Agent will send the Escrow Funds and Deposit (if applicable) to Seller within five (5) business days of the earliest of the following: (1) Buyer accepts the Pet as described in Section 15, or (2) Escrow Agent is instructed to send the Escrow Funds, Deposit, or any portions thereof to Seller according to a signed agreement between Buyer and Seller as described in Section 23, or (3) Escrow Agent is instructed to send the Escrow Funds, Deposit, or any portions thereof to Seller pursuant to an order from a court of competent jurisdiction as described in Section 23. Upon the completion of such disbursements, the Underlying Transaction and the related escrow shall be deemed satisfied and final with respect to Escrow Agent, and Escrow Agent shall have no further obligation to Buyer or Seller with respect to that transaction or the related Escrow Funds or Pet.

19. Disbursement of Escrow Funds and Deposit to Buyer - Escrow Agent shall return the Escrow Funds and refundable Deposit (if applicable) to Buyer within five (5) days of the earliest of the following: (1) Seller accepts the returned shipment of the Pet by Buyer as described in Section 16, or (2) Escrow Agent is instructed to send the Escrow Funds, the Deposit, or any portions thereof to Buyer according to a signed agreement between Buyer and Seller as described in Section 23, or (3) Escrow Agent is instructed to send the Escrow Funds, the Deposit, or any portions thereof to Buyer pursuant to an order from a court of competent jurisdiction as described in Section 23. Upon the completion of such disbursements, the Underlying Transaction and the related escrow shall be deemed satisfied and final with respect to Escrow Agent, and Escrow Agent shall have no further obligation to Buyer or Seller with respect to that transaction or the related Escrow Funds or Pet.

20. Method of Payment - If Escrow Agent accepts payments by credit card and Buyer chooses to pay the Escrow Funds, the Deposit, and/or the Escrow Fee by credit card, Escrow Agent is hereby authorized to charge the total amount of the Escrow Funds, the Deposit, plus the Escrow Fee to Buyer's credit card . Escrow Agent may refuse a credit card payment for any or no reason. If Buyer makes a payment by credit card, any disbursement due to Buyer may be made by crediting the same credit card. All other disbursements to Buyer or Seller may be made by mailing a check to the appropriate party. Buyer agrees to use the rejection and dispute means described in this Agreement in order to retain return of the purchase price; in the event Buyer charges-back or stops payment on any payment made to Escrow Agent, (i) if Escrow Agent has not already disbursed funds, Escrow Agent may cancel its obligation as to that transaction, Escrow Agent shall have no further obligations to Buyer or Seller, and Escrow Agent will use reasonable efforts to notify Seller that the Escrow Funds or Deposit(if applicable) have been re-claimed by Buyer, or (ii) if Escrow Agent has disbursed the funds in accordance with this Agreement, Buyer immediately shall pay to Escrow Agent the amount of the chargeback or stop payment, plus any costs of Escrow Agent associated with such chargeback or stop payment, in immediately available funds, with interest at the rate of one and one-half percent (1.5%) per month until paid, and such amount shall be deemed a debt of Buyer to Escrow Agent until paid.

21. Finality of Payment - Upon any disbursement, release, return, or other disposition of the Escrow Funds or Deposit as provided in this Agreement, the transaction involving the Pet and the Escrow Funds or Deposit shall be deemed closed and final with no further obligation on the part of Escrow Agent.

22. Holding of Escrow Funds - All Escrow Funds and applicable Deposits will be deposited in an account with other escrowed funds held at an FDIC-insured financial institution with offices in New Bern , North Carolina ("Bank"). Escrow Agent will use this account only for receipt, holding, and disbursement of escrowed funds. Buyer and Seller acknowledge that Escrow Agent may receive services, accommodations, or other benefits from Bank. All services, accommodations, or other benefits by Bank shall accrue to Escrow Agent, and Escrow Agent shall have no obligation to account to Buyer or Seller or any other party for the value of such services, accommodations, or other benefits even if accruing from the escrow account. Buyer and Seller both hereby waive any right to any such services, accommodations, and other benefits including interest on the Escrow Funds.

23. Dispute Resolution - In the event of any dispute, claim, question, or disagreement arising from or relating to the Underlying Transaction or this Agreement, or a breach of the Underlying Transaction or this Agreement, Buyer and Seller agree to use their best efforts to settle such dispute, claim, question, or disagreement in good faith. If Buyer and Seller resolve the dispute, Buyer and Seller shall promptly notify Escrow Agent of the terms and conditions of the resolution in writing signed by both Buyer and Seller. If Buyer and Seller do not reach a resolution within a period of sixty (60) days, or if Escrow Agent desires to terminate its status as escrow agent for the Escrow Funds due to Buyer's or Seller's breach of this Agreement or other condition outside the control of Escrow Agent, Escrow Agent may institute an interpleader action and take all actions necessary, including depositing the Escrow Funds with the appropriate court of competent jurisdiction, to accomplish resolution of the dispute.

24. Mandatory Arbitration for Claims against Escrow Agent - BUYER AND SELLER AGREE TO SUBMIT ANY CLAIM, DISPUTE, OR CONTROVERSY (REGARDLESS OF THE FORM OR TYPE OF ACTION) AGAINST ESCROW AGENT TO ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM UNDER ITS CODE OF PROCEDURE THEN IN EFFECT (available at http://www.arb-forum.com or via telephone at 1-800-474-2371). Except to the extent otherwise required by law, Buyer and Seller agree that the arbitration proceedings will take place exclusively in Craven County , North Carolina , USA . Information on arbitration may be obtained from, and a claim may be filed with, the National Arbitration Forum at P.O. Box 50191 , Minneapolis , MN 55405-0191 , USA .

25. Governing Law - This Agreement is governed by the laws of the State of North Carolina , without regard to principles of conflicts of laws, and applicable United States federal law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any action against or impleading Escrow Agent shall be instituted and prosecuted only in the courts located in Craven County , North Carolina . Buyer and Seller agree to jurisdiction over the person in North Carolina .

26. Waiver - Escrow Agent's failure to insist upon the performance of any terms of this Agreement, or waiver of any breach of this Agreement, shall not be construed as thereafter waiving any terms or breach, but the terms shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

27. Communication Between Parties - All communication from Escrow Agent to Buyer and Seller will be made by email at the email address provided to Escrow Agent by Buyer and Seller in their Puppy Escrow accounts or by posting in Buyer's or Seller's online Puppy Escrow account, as the case may be. Buyer and Seller agree to use the Puppy Escrow account to verify the accuracy of all email communications from Escrow Agent. If Buyer or Seller is unable to access their Puppy Escrow account, Buyer or Seller may contact Escrow Agent by telephone at (800) 859-8915 . However, the foregoing is in addition to, and not in lieu of, any other agreement of Buyer or Seller respecting acceptance of communication, including any Electronic Consent agreement. In situations where Escrow Agent deems it necessary or desirable, Escrow Agent may notify or communicate with Buyer or Seller via telephone, overnight courier, or regular mail, in lieu of or in addition to electronic posting or e -mail as contemplated by this Agreement. Notices shall be deemed received when posted in the Puppy Escrow service or, when e-mailed or sent by other means, on the earlier of receipt and one (1) business day after sending.

28. Authority - Buyer and Seller represent that by selecting the "Agree" button relating to this Agreement, that Buyer or Seller, as the case may be, is at least eighteen (18) years of age; that Buyer or Seller, as the case may be, has read the terms and conditions of this Agreement; and, if Buyer or Seller is acting on behalf of another person or any corporation, limited liability company, partnership, trust or business entity of any kind, Buyer or Seller, as the case may be, has the authority to bind such person or entity. Escrow Agent may rely on any instruction or conduct of Buyer or Seller that Escrow Agent reasonably believes to be genuine. Buyer's and Seller's acceptance of this Agreement and actions hereunder bind themselves, their principals, and their successors, heirs, personal representatives and assigns. Escrow Agent may assign this Agreement and all related escrow funds (including the Escrow Funds) (i) without notice to any successor to all or substantially all of the Puppy Escrow service assets, or (ii) by notice emailed to Buyer and Seller or posted in Buyer's and Seller's Puppy Escrow accounts.

29. Continual Acceptance - Buyer's or Seller's, as the case may be, acceptance of the Agreement on one occasion shall apply against Buyer or Seller, as the case may be, in any future transaction by such party respecting Puppy Escrow.

30. Services Not Included - Escrow Agent makes no warranties, expressed or implied, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Escrow Agent is providing services only. Escrow Agent assumes no responsibility for sufficiency of instruments conveying title or ownership to the Pet, health or other condition of the Pet, validity or collectability of Escrow Funds, health or sanitation requirements, state licensing or notification requirements relating to the Pet, export of the Pet, payment of tax or other fees or costs, performance of Buyer or Seller, insurance policies or warranties, or any other matters related to the Pet or the Underlying Transaction, except those matters specifically stated herein as the responsibility of Escrow Agent.

31. Indemnification of Escrow Agent - Buyer and Seller release, and agree to defend, indemnify and hold harmless, Escrow Agent, its agents and employees from and against any and all direct and indirect liabilities, damages, losses, actions, claims, costs, and expenses (including reasonable attorneys' fees), (1) relating to the Pet, the shipment of the Pet, the return shipment of the Pet, or any matters described in Section 30, or (2) arising out of or in any way contributed to by any representation, promise, conduct, action, or failure to act of Buyer or Seller, including any failure of Buyer or Seller to comply with this Agreement. Buyer and Seller are responsible for compliance with all laws, regulations, and orders applicable to the Underlying Transaction and their conduct involved with this Agreement. Notwithstanding any provision of this Agreement to the contrary, this S ection 31 shall survive the completion or termination of any transaction contemplated by this Agreement.

32. Limit of Agreement - NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ESCROW AGENT DOES NOT ENTER INTO THIS AGREEMENT WITH RESPECT TO THE FOLLOWING STATES OR IF THE PET WILL BE SHIPPED FROM OR TO ONE OF THESE STATES: CALIFORNIA , NEVADA , NEW MEXICO , OREGON , UTAH , AND WASHINGTON . BY SELECTING THE "AGREE" FOR THIS AGREEMENT OR THE UNDERLYING TRANSACTION, BUYER AND SELLER REPRESENT THAT THEY ARE NOT RESIDENTS OF ONE OF THE LISTED STATES AND THAT THE PET WILL NOT BE SHIPPED FROM OR TO ONE OF THE LISTED STATES.

33. Entire Agreement - This Agreement is the entire agreement among the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon any party except to the extent incorporated in this Agreement. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto.

34. Limitation of Liability for Escrow Agent - Escrow Agent's liability is limited to the amount paid to Escrow Agent, specifically the Escrow Funds and Escrow Fee actually received. Escrow Agent has no liability for release or disbursement of Escrow Funds if Escrow Agent believes in good faith that the conditions in Section 18 or 19 of this Agreement are met. Escrow Agent has no liability for withholding Escrow Funds if Escrow Agent believes in good faith that there is a dispute or an impropriety with respect to the transaction between Buyer and Seller or regarding the Pet or the Escrow Funds.

35. Force Majeure - Escrow Agent shall not be responsible for any failure to perform due to causes beyond its control, including but not limited to any court order or regulatory agency order, prohibitions or requirements of federal or state statutes or regulations, or actions by Bank or government agencies related to Buyer, Seller or the Escrow Funds.

36. Headings - The headings and titles in this agreement are for convenience of reference only and do not control the construction, interpretation, or validity of this Agreement. "Including" and "include(s)" are used without limitation by reason of enumeration.