Addendum E — Charitable Partner Terms

This Addendum E — Charitable Partner Terms (“Charitable Partner Addendum”) is incorporated into and forms part of the Pet Life Journey Partner Agreement (the “Agreement”) between Ody Health, a Wyoming corporation doing business as Pet Life Journey (“PLJ”), and [PARTNER LEGAL NAME] (“Charitable Partner”).

Capitalized terms not defined in this Charitable Partner Addendum have the meanings given in the Agreement.

1.PURPOSE AND APPLICABILITY

1.1Purpose

This Charitable Partner Addendum establishes additional terms applicable when Charitable Partner’s participation in the PLJ Program involves an activity subject to laws governing charitable sales promotions, commercial coventures, cause marketing, charitable fundraising platforms, charitable solicitations, professional fundraising, or similar charitable-promotion or fundraising activities (“Charitable Promotion Laws”).

1.2Relationship to Agreement

Except as expressly modified by this Charitable Partner Addendum, the Agreement and its other applicable Schedules remain in effect.

In particular:

1. (a)PLJ remains the seller and merchant of record for PLJ Products;
2. (b)Charitable Partner does not purchase or resell PLJ Products;
3. (c)Charitable Partner does not take title to PLJ inventory;
4. (d)PLJ controls PLJ Product checkout and payment processing;
5. (e)PLJ handles fulfillment, customer service, returns, refunds, and chargebacks as provided in the Agreement; and
6. (f)amounts payable to Charitable Partner arise under the Partner Payment structure established in the Agreement and Schedule A, subject to any modifications required by applicable Charitable Promotion Laws.

1.3Regulatory Classification

The Parties acknowledge that the legal characterization of a particular activity depends on applicable law and the facts of the applicable promotion.

Depending on the jurisdiction and activity, PLJ, Charitable Partner, the applicable promotion, or another participating entity may be subject to laws applicable to charitable sales promotions, commercial coventurers, charitable fundraising platforms, platform charities, commercial fundraisers, fundraising counsel, charitable solicitations, or other regulated charitable activities.

Nothing in the Agreement or this Charitable Partner Addendum is intended by itself to determine a regulatory classification where applicable law determines that classification based on the actual conduct of the Parties.

2.CHARITABLE PARTNER INFORMATION AND STATUS

2.1Charitable Partner Information

Charitable Partner represents that the following information is accurate as of the Effective Date:

Legal Name: [CHARITABLE PARTNER LEGAL NAME]

Public/DBA Name: [NAME, IF DIFFERENT]

Entity Type: [NONPROFIT CORPORATION / TRUST / ASSOCIATION / OTHER]

State of Organization: [STATE]

Principal Address: [ADDRESS]

Federal Employer Identification Number: [EIN]

Federal Tax-Exempt Status: [E.G., IRC § 501(c)(3)]

California Registry of Charities and Fundraisers Number, if applicable: [NUMBER]

Other Required State Charity Registrations: [IDENTIFY OR ATTACH]

Website: [URL]

Charitable Purpose: [DESCRIPTION]

2.2Good Standing

Charitable Partner represents and warrants that, to the extent applicable to its activities:

1. (a)it is validly organized and in good standing under the laws of its jurisdiction of organization;
2. (b)its stated federal tax-exempt status is current;
3. (c)it is registered and in good standing with applicable charitable regulatory authorities where required;
4. (d)it is not prohibited or suspended from soliciting charitable funds in jurisdictions in which it participates in a PLJ charitable promotion; and
5. (e)it has authority to enter into this Charitable Partner Addendum.

2.3Notice of Status Change

Charitable Partner will promptly notify PLJ if:

1. (a)its tax-exempt status is revoked, suspended, modified, or becomes subject to a material proceeding;
2. (b)a required charitable registration becomes delinquent, suspended, revoked, or otherwise not in good standing;
3. (c)a governmental authority restricts its ability to solicit or receive charitable funds;
4. (d)it dissolves or ceases material operations; or
5. (e)information provided under Section 2.1 becomes materially inaccurate.

2.4Verification

PLJ may reasonably verify Charitable Partner’s status through applicable governmental databases, records, or documentation.

PLJ may suspend a charitable promotion if PLJ reasonably determines that Charitable Partner is not legally eligible to participate in the promotion.

3.CONSENT TO USE CHARITABLE PARTNER NAME

3.1Consent

Charitable Partner expressly authorizes PLJ during the Term to use Charitable Partner’s name, approved trademarks, logos, and other approved identifying information in connection with:

1. (a)Charitable Partner’s Storefront;
2. (b)PLJ Product listings associated with Charitable Partner;
3. (c)customer-facing descriptions of the relationship between PLJ and Charitable Partner;
4. (d)legally required charitable-promotion disclosures;
5. (e)advertising and promotion of Charitable Partner’s PLJ Storefront; and
6. (f)reports, records, and regulatory filings concerning the applicable charitable promotion.

3.2Scope of Consent

The authorization in Section 3.1 constitutes Charitable Partner’s written consent to use its name in solicitations or charitable sales promotions to the extent such consent is required by applicable Charitable Promotion Laws.

3.3Accuracy

PLJ will not knowingly make a materially false statement concerning:

1. (a)Charitable Partner;
2. (b)Charitable Partner’s charitable purpose;
3. (c)Charitable Partner’s tax-exempt status;
4. (d)the amount or method by which Charitable Partner benefits from a transaction; or
5. (e)the nature of the relationship between PLJ and Charitable Partner.

4.CHARITABLE PROMOTION

4.1Promotion

The Parties may conduct one or more promotions under which PLJ Products are offered in association with Charitable Partner and End Customers are informed that qualifying purchases benefit Charitable Partner.

Each such activity is a “Charitable Promotion.”

4.2Commercial Terms

Unless otherwise stated in an applicable written campaign description or required by law:

1. (a)the PLJ Products included in the Charitable Promotion will be identified through the applicable Partner Product Rate Schedule or PLJ systems;
2. (b)the amount attributable to Charitable Partner for each Completed Sale will be the applicable Partner Payment established under Schedule A;
3. (c)the Charitable Promotion will apply to qualifying Completed Sales attributable to Charitable Partner; and
4. (d)the promotion will continue during the Term unless suspended, modified, or terminated in accordance with the Agreement or this Charitable Partner Addendum.

4.3Campaign-Specific Information

Where applicable Charitable Promotion Laws require campaign-specific terms, the Parties will document the required information in a campaign description, rate schedule, electronic record, amendment, or other written instrument.

Such information may include:

1. (a)promotion start date;
2. (b)promotion end date;
3. (c)geographic scope;
4. (d)participating products;
5. (e)amount or percentage benefiting Charitable Partner;
6. (f)minimum or maximum contribution or benefit;
7. (g)expected or guaranteed minimum payment, if any;
8. (h)payment or remittance schedule; and
9. (i)other information required by applicable law.

4.4No Minimum Guarantee

Unless expressly stated in writing, PLJ does not guarantee any minimum:

1. (a)sales volume;
2. (b)Partner Payment;
3. (c)charitable proceeds;
4. (d)fundraising result; or
5. (e)customer participation.

5.CUSTOMER-FACING REPRESENTATIONS AND DISCLOSURES

5.1Accurate Description of Benefit

Any statement that an End Customer’s purchase benefits Charitable Partner must accurately describe the economic arrangement applicable to the transaction.

Where the benefit is a fixed dollar amount per qualifying sale, the customer-facing disclosure should identify the fixed amount where required by law or otherwise appropriate.

5.2No Misleading Donation Language

Neither Party will state or imply that:

1. (a)the entire purchase price is donated to Charitable Partner;
2. (b)PLJ donates its entire profit from the transaction;
3. (c)the End Customer is making a direct charitable donation merely by purchasing a PLJ Product;
4. (d)the End Customer is entitled to a charitable tax deduction for the purchase price; or
5. (e)any amount is being transferred to Charitable Partner other than the amount actually applicable to the transaction,

unless the statement is accurate and legally permissible.

5.3Required Disclosures

PLJ may place disclosures reasonably necessary to comply with Charitable Promotion Laws on or within:

1. (a)the Partner Storefront;
2. (b)PLJ Product pages;
3. (c)promotional materials;
4. (d)checkout;
5. (e)order confirmations;
6. (f)receipts;
7. (g)campaign pages;
8. (h)advertisements; or
9. (i)other customer-facing communications.

5.4Charitable Partner Cooperation

Charitable Partner will not remove, obscure, contradict, or materially alter a disclosure PLJ reasonably determines is necessary for legal compliance.

5.5Partner Communications

Charitable Partner may independently promote its PLJ Storefront and applicable Charitable Promotions, but any statement concerning the amount, percentage, timing, tax treatment, or other financial effect of an End Customer purchase must be consistent with the applicable PLJ-approved promotion terms.

6.PARTNER PAYMENTS AND CHARITABLE AMOUNTS

6.1Partner Payment Structure

The amount attributable to Charitable Partner from each qualifying Completed Sale will be determined under Schedule A and the applicable Partner Product Rate Schedule, except where a campaign-specific written term provides otherwise.

6.2Regulatory Characterization

The Parties acknowledge that applicable Charitable Promotion Laws may characterize amounts payable to Charitable Partner as donations, charitable proceeds, funds due to a charitable organization, or another regulated category regardless of the term “Partner Payment” used in the Agreement.

The contractual terminology used by the Parties does not override applicable law.

6.3No PLJ Ownership of Charitable Funds

To the extent applicable law treats any amount arising from a Charitable Promotion as charitable funds, donations, or funds held for the benefit of Charitable Partner, PLJ will handle such amount in accordance with the legal requirements applicable to those funds.

6.4No Improper Diversion

PLJ will not knowingly divert an amount legally required to be transmitted to Charitable Partner for a purpose inconsistent with the applicable Charitable Promotion.

7.PAYMENT AND REMITTANCE

7.1General Rule

Except where applicable Charitable Promotion Laws require otherwise, Partner Payments will be calculated and paid according to Schedule A.

7.2Legally Required Timing

If applicable Charitable Promotion Laws require amounts attributable to Charitable Partner to be transmitted on a schedule different from Schedule A, the legally required schedule will control.

7.3Legally Required Treatment of Funds

If applicable law requires charitable funds to be:

1. (a)maintained separately;
2. (b)held in trust;
3. (c)deposited into a designated account;
4. (d)segregated from PLJ’s operating funds;
5. (e)transmitted through a platform charity or other entity;
6. (f)remitted using a particular method; or
7. (g)otherwise specially administered,

PLJ will implement the required treatment for the affected funds.

7.4Payment Information

Charitable Partner will provide accurate bank, payment, tax, and other information reasonably necessary for PLJ to transmit amounts due.

7.5Failed Payments

If PLJ cannot transmit funds because Charitable Partner has provided inaccurate or outdated payment information, PLJ may hold the applicable amount pending receipt of corrected information, subject to applicable law.

8.RETURNS, REFUNDS, AND CHARGEBACKS

8.1General Rule

Subject to applicable law, the return, refund, chargeback, and reversal provisions of the Agreement and Schedule A apply to Charitable Promotions.

8.2Legal Restrictions

PLJ will not reverse, reclaim, offset, or deduct an amount from Charitable Partner if applicable Charitable Promotion Laws prohibit that treatment.

8.3Accounting Adjustments

Where a refund, return, chargeback, fraud event, or other reversal legally permits an adjustment to the amount attributable to Charitable Partner, PLJ may make the adjustment and will reflect it in the applicable accounting.

9.ACCOUNTING AND RECORDS

9.1PLJ Records

PLJ will maintain records reasonably sufficient to account for Charitable Promotions, including as applicable:

1. (a)participating PLJ Products;
2. (b)number of qualifying Completed Sales;
3. (c)gross purchase amounts;
4. (d)applicable Partner Payments or charitable amounts;
5. (e)refunds;
6. (f)chargebacks;
7. (g)reversals and adjustments;
8. (h)amounts transmitted to Charitable Partner;
9. (i)transmission dates; and
10. (j)other information required by applicable law.

9.2Partner Accounting

PLJ will provide Charitable Partner with statements, reports, or accountings required under Schedule A and applicable Charitable Promotion Laws.

9.3Legally Required Accounting

If applicable law requires a particular accounting format, content, frequency, certification, or delivery method, PLJ will provide the accounting in the legally required manner.

9.4Charitable Partner Records

Charitable Partner will maintain records reasonably necessary to document:

1. (a)amounts received from PLJ;
2. (b)its participation in applicable Charitable Promotions;
3. (c)required registrations and good-standing status;
4. (d)promotional communications made by Charitable Partner; and
5. (e)other information required by applicable law.

9.5Record Retention

Each Party will retain records concerning Charitable Promotions for the period required by applicable law.

10.REGISTRATION, FILINGS, AND REPORTING

10.1PLJ Regulatory Obligations

PLJ is responsible for registrations, renewals, campaign filings, financial reports, and other regulatory obligations imposed directly upon PLJ because of PLJ’s activities under a Charitable Promotion.

10.2Charitable Partner Regulatory Obligations

Charitable Partner is responsible for registrations, renewals, reports, notices, and other regulatory obligations imposed directly upon Charitable Partner because of its organizational status or its activities under a Charitable Promotion.

10.3Cooperation

Each Party will reasonably cooperate with the other by providing information and signatures reasonably necessary for required registrations, notices, filings, reports, or regulatory responses.

10.4Regulatory Classification

If PLJ reasonably determines that a proposed Charitable Promotion would require a registration, filing, agreement term, disclosure, operational change, or other compliance measure not yet implemented, PLJ may delay or suspend the promotion until the requirement is satisfied.

10.5Geographic Limitations

PLJ may restrict a Charitable Promotion from being offered to End Customers in a particular jurisdiction until PLJ determines that applicable legal requirements have been satisfied.

11.CALIFORNIA-SPECIFIC TERMS

11.1Applicability

This Section applies to the extent a Charitable Promotion is offered, conducted, permitted, or enabled in California and is subject to California charitable-promotion or fundraising law.

11.2Regulatory Status

The Parties acknowledge that, depending on the structure and operation of the applicable Charitable Promotion, California law may impose requirements applicable to one or more categories of regulated activity, including charitable fundraising platforms, charitable sales promotions, platform charities, commercial coventurers, or other charitable fundraising activities.

PLJ will determine the compliance structure it will use for the applicable PLJ activity based on the actual operation of the Program and applicable law.

11.3Good Standing

Charitable Partner will maintain any California charitable registration and good-standing status required for its participation.

PLJ may suspend solicitations, sales promotions, or other regulated activity involving Charitable Partner if Charitable Partner is not legally eligible to participate.

11.4Written Consent

Charitable Partner expressly consents to PLJ’s use of Charitable Partner’s name in connection with Charitable Promotions conducted through PLJ, subject to this Charitable Partner Addendum.

11.5Required Disclosures

PLJ may implement disclosures concerning, as applicable:

1. (a)the benefiting Charitable Partner;
2. (b)the amount or method by which a purchase benefits Charitable Partner;
3. (c)fees or amounts deducted where disclosure is legally required;
4. (d)the timing for transmission of funds;
5. (e)eligibility limitations;
6. (f)the tax treatment of a transaction;
7. (g)the manner in which an End Customer may obtain information concerning transmission of charitable funds; and
8. (h)other information required by California law.

11.6Remittance and Accounting

PLJ will transmit amounts and provide accountings in accordance with the California requirements applicable to PLJ’s regulatory classification and the applicable Charitable Promotion.

11.7Regulatory Filings

Each Party will make California registrations, renewals, notifications, reports, and other filings required of that Party.

The Parties will reasonably cooperate where a filing requires information concerning the other Party or the applicable Charitable Promotion.

12.OTHER JURISDICTIONS

12.1State-by-State Compliance

The Parties acknowledge that charitable sales promotion, commercial coventure, cause-marketing, and charitable solicitation laws vary by jurisdiction.

12.2PLJ Geographic Control

PLJ may determine the jurisdictions in which a particular Charitable Promotion is available.

PLJ may exclude, delay, or suspend a jurisdiction where PLJ reasonably determines that additional registration, bonding, filing, contract, disclosure, reporting, or other requirements must first be satisfied.

12.3Additional Terms

If another jurisdiction requires additional contractual language, the Parties will reasonably cooperate in executing a jurisdiction-specific amendment or campaign document.

13.TAX MATTERS

13.1Product Purchase

Unless PLJ expressly informs the End Customer otherwise, the End Customer is purchasing a PLJ Product from PLJ rather than making a direct charitable contribution to Charitable Partner.

13.2Charitable Deduction

Neither Party will represent that an End Customer’s purchase of a PLJ Product is deductible as a charitable contribution unless that representation is legally supportable for the applicable transaction.

13.3Tax Receipts

PLJ will not issue a charitable contribution receipt on behalf of Charitable Partner unless:

1. (a)applicable law permits or requires PLJ to do so;
2. (b)the receipt accurately reflects the applicable transaction; and
3. (c)the Parties have implemented any operational requirements necessary to support the receipt.

13.4Organizational Tax Matters

Charitable Partner is responsible for determining the tax and accounting treatment applicable to amounts it receives through the Program.

14.CUSTOMER DATA AND DONOR CHARACTERIZATION

14.1Schedule D Applies

Personal Information collected or shared in connection with a Charitable Promotion remains subject to Schedule D — Data Sharing and Privacy.

14.2Customer Versus Donor

The Parties will not automatically characterize an End Customer as a “donor” merely because the End Customer purchases a PLJ Product through a Charitable Promotion.

The appropriate characterization will depend on the transaction and applicable law.

14.3Partner Customer Data

Charitable Partner will continue to receive the Partner Customer Data provided under Schedule D, subject to applicable Privacy Laws, End Customer Choices, and any additional restrictions imposed by Charitable Promotion Laws.

15.PROMOTIONAL MATERIALS

15.1PLJ Materials

PLJ may create standardized language, disclosures, graphics, descriptions, or other materials for use in Charitable Promotions.

15.2Partner-Created Materials

Charitable Partner may create its own promotional materials, provided that statements concerning:

1. (a)PLJ;
2. (b)PLJ Products;
3. (c)the amount benefiting Charitable Partner;
4. (d)the nature of the Charitable Promotion;
5. (e)charitable deductibility;
6. (f)PLJ’s role; or
7. (g)legally required disclosures

are accurate and consistent with the Agreement, this Charitable Partner Addendum, and applicable law.

15.3Correction

If either Party discovers a materially inaccurate or legally noncompliant statement concerning a Charitable Promotion, that Party will promptly notify the other.

The Party controlling the applicable communication will promptly correct or discontinue it where reasonably necessary.

16.COMPLIANCE SUSPENSION

PLJ may immediately suspend all or part of a Charitable Promotion if PLJ reasonably determines that:

1. (a)Charitable Partner is not in required good standing;
2. (b)a required registration or filing has not been completed;
3. (c)a required disclosure is absent or inaccurate;
4. (d)continuation may violate applicable law;
5. (e)a regulatory authority requests or requires suspension;
6. (f)a material representation concerning the Charitable Promotion is inaccurate;
7. (g)charitable funds may be at risk; or
8. (h)suspension is otherwise reasonably necessary to protect End Customers, Charitable Partner, PLJ, or charitable assets.

PLJ will use commercially reasonable efforts to notify Charitable Partner of the reason for suspension and, where reasonably practicable, permit the issue to be cured.

17.TERMINATION

17.1Effect of Termination

Upon termination of the Agreement or this Charitable Partner Addendum:

1. (a)PLJ will cease initiating new Charitable Promotions using Charitable Partner’s name;
2. (b)PLJ may discontinue or modify customer-facing promotional materials;
3. (c)PLJ will administer outstanding PLJ Product transactions;
4. (d)PLJ will account for and transmit amounts due to Charitable Partner in accordance with applicable law;
5. (e)each Party will complete any legally required reports or filings relating to the period before termination; and
6. (f)the Parties will preserve legally required records.

17.2Accrued Charitable Amounts

Termination does not eliminate Charitable Partner’s right to amounts legally or contractually earned before termination, subject to lawful adjustments.

17.3Survival

Provisions concerning accounting, remittance, records, regulatory reporting, confidentiality, data, indemnification, accrued payment obligations, and other provisions that by their nature should survive will survive termination.

18.RESPONSIBILITY AND INDEMNIFICATION

18.1PLJ Responsibility

PLJ is responsible for PLJ’s compliance with Charitable Promotion Laws applicable to activities controlled by PLJ, including PLJ-controlled customer-facing disclosures, handling of funds, remittance, and regulatory filings required directly of PLJ.

18.2Charitable Partner Responsibility

Charitable Partner is responsible for:

1. (a)the accuracy of information it provides concerning its organization and charitable status;
2. (b)maintaining registrations and good standing required of Charitable Partner;
3. (c)statements independently made by Charitable Partner;
4. (d)Charitable Partner’s use of funds received from PLJ;
5. (e)Charitable Partner’s independent fundraising activities; and
6. (f)Charitable Partner’s compliance with laws applicable to its own activities.

18.3Agreement Indemnification

The indemnification provisions of the Agreement apply to breaches of this Charitable Partner Addendum.

Without limiting those provisions, Partner’s unauthorized charitable or fundraising representations remain Partner conduct for purposes of the Agreement’s Partner indemnification provisions.

19.NO WAIVER OF REGULATORY REQUIREMENTS

The Parties acknowledge that contractual allocation of responsibility does not eliminate a registration, disclosure, accounting, remittance, reporting, recordkeeping, or other obligation imposed directly upon a Party by applicable law.

Neither Party will rely on the characterization of a payment, transaction, or relationship in this Agreement to avoid a legal obligation that applies based on the actual substance of the activity.

20.ORDER OF PRECEDENCE

20.1Charitable Matters

If this Charitable Partner Addendum conflicts with the Agreement, Schedule A, the Build Schedule, the Enhance Schedule, or Schedule D concerning a matter specifically governed by applicable Charitable Promotion Laws, this Charitable Partner Addendum controls with respect to that matter.

20.2Data Matters

Schedule D controls with respect to privacy and data-sharing matters except to the extent this Charitable Partner Addendum imposes a more specific requirement required by applicable Charitable Promotion Laws.

20.3Applicable Law

If a provision of this Charitable Partner Addendum conflicts with a mandatory requirement of applicable Charitable Promotion Laws, the mandatory legal requirement controls and the Parties will reasonably cooperate to implement a compliant arrangement.

21.CHARITABLE PARTNER ACKNOWLEDGMENT

Charitable Partner acknowledges and agrees that:

1. (a)it has authorized PLJ to use its name and approved marks for the purposes described in this Charitable Partner Addendum;
2. (b)PLJ Products are sold by PLJ and not by Charitable Partner;
3. (c)PLJ is the merchant of record for PLJ Product transactions;
4. (d)amounts attributable to Charitable Partner are determined under the Agreement, Schedule A, and applicable campaign terms, subject to applicable law;
5. (e)Charitable Partner will not make representations concerning the Charitable Promotion inconsistent with the applicable promotion terms; and
6. (f)each Party remains responsible for regulatory obligations imposed directly upon that Party.

CHARITABLE PARTNER INFORMATION AND ACCEPTANCE

Charitable Partner Legal Name:

[________________________________]

Public/DBA Name, if different:

[________________________________]

Federal EIN:

[________________________________]

Federal Tax-Exempt Classification:

[________________________________]

State of Organization:

[________________________________]

California Registry Number, if applicable:

[________________________________]

Charitable Purpose:

[________________________________]

Authorized PLJ Storefront / Promotion:

[________________________________]

Additional Campaign-Specific Terms:

[None / Attach]

ODY HEALTH

d/b/a Pet Life Journey

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________

[CHARITABLE PARTNER LEGAL NAME]

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________