Partner Agreement

This Pet Life Journey Partner Agreement (this “Agreement”) is entered into as of [Effective Date] by and between Ody Health, a Wyoming corporation doing business as Pet Life Journey (“PLJ”), and [PARTNER LEGAL NAME], a [ENTITY TYPE AND JURISDICTION] (“Partner”). PLJ and Partner are each a “Party” and together the “Parties.”

1.PURPOSE AND COMMERCIAL RELATIONSHIP

1.1PLJ Program

PLJ operates a pet-health commerce platform through which PLJ sources, selects, markets, sells, and arranges fulfillment of pet health and related products (“PLJ Products”) through storefronts associated with participating organizations.

Partner desires to offer PLJ Products to its customers, supporters, members, clients, followers, or other community through a Partner-branded commerce experience.

1.2Partner Models

Partner will participate through one or both of the following models, as identified in an applicable Schedule:

1. (a)Build. PLJ builds and operates a Partner-branded storefront through which PLJ Products are offered for sale.
2. (b)Enhance. PLJ adds or integrates PLJ Products and PLJ-controlled commerce functionality into or alongside Partner’s existing website, online store, or other digital customer experience.

The applicable Build Schedule or Enhance Schedule is incorporated into this Agreement.

1.3PLJ Is Seller and Merchant of Record

For every PLJ Product sold through the Program:

1. (a)PLJ, and not Partner, is the seller to the End Customer;
2. (b)PLJ, and not Partner, is the merchant of record;
3. (c)the End Customer purchases the PLJ Product from PLJ;
4. (d)PLJ controls the checkout and payment-processing infrastructure for the transaction;
5. (e)PLJ receives the End Customer’s payment;
6. (f)PLJ is responsible for refunds, returns, chargebacks, and seller-side transaction administration as provided in this Agreement and PLJ’s applicable End Customer terms; and
7. (g)PLJ is responsible for calculating, collecting, reporting, and remitting sales, use, and similar transaction taxes to the extent required of PLJ by applicable law.

The fact that a PLJ Product is displayed on, embedded within, linked from, or branded as part of Partner’s website, store, or other customer experience does not make Partner the seller or merchant of record for that PLJ Product.

1.4Partner Does Not Purchase or Resell PLJ Products

Unless the Parties expressly agree otherwise in a written amendment signed by both Parties:

1. (a)Partner does not purchase PLJ Products from PLJ;
2. (b)Partner does not purchase PLJ Products from PLJ’s manufacturers or suppliers;
3. (c)Partner does not acquire title to PLJ inventory;
4. (d)Partner does not acquire PLJ Products for resale;
5. (e)Partner has no obligation to purchase or maintain inventory; and
6. (f)amounts payable by PLJ to Partner under this Agreement are contractual Partner Payments and are not resale margins resulting from Partner’s purchase and resale of PLJ Products.

1.5Independent Contractors

The Parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, fiduciary, agency, or other relationship except as expressly stated.

Neither Party may bind the other or incur an obligation on the other’s behalf except as expressly authorized in writing.

2.PLJ RESPONSIBILITIES AND CONTROL

2.1Product Selection

PLJ has final authority over:

1. (a)the manufacturers and suppliers from which PLJ Products are sourced;
2. (b)the products eligible for inclusion in the PLJ product catalog;
3. (c)whether any particular product may be offered through the Program or a particular Partner Storefront;
4. (d)the continued availability or discontinuation of any PLJ Product; and
5. (e)any product suspension, withdrawal, or recall initiated by PLJ.

Partner is not responsible for selecting or approving PLJ’s manufacturers or suppliers.

2.2Product Content and Claims

PLJ has final authority over the PLJ-controlled descriptions, specifications, labeling content presented by PLJ, instructions, warnings, health-related claims, advertising claims, and other product-specific content concerning PLJ Products (“Approved Product Content”).

Partner may use Approved Product Content to promote PLJ Products but may not materially alter it or make additional claims concerning a PLJ Product without PLJ’s prior written approval.

2.3Commerce Infrastructure

PLJ will provide or control the commerce functionality necessary to sell PLJ Products, including as applicable:

1. (a)product listings;
2. (b)PLJ-controlled checkout;
3. (c)payment processing;
4. (d)order administration;
5. (e)transaction records;
6. (f)fraud-management functions;
7. (g)sales-tax administration for transactions for which PLJ is legally responsible; and
8. (h)End Customer order communications.

2.4Fulfillment and Shipping

PLJ will arrange for fulfillment and shipment of PLJ Products through PLJ, a manufacturer, supplier, warehouse, third-party logistics provider, or other fulfillment provider selected by PLJ.

Partner has no obligation to warehouse, package, or ship PLJ Products unless the Parties expressly agree otherwise in writing.

2.5Customer Service

PLJ will provide or arrange customer service relating to PLJ Product transactions, including reasonable support concerning:

1. (a)orders;
2. (b)shipping;
3. (c)delivery;
4. (d)returns;
5. (e)refunds;
6. (f)replacements;
7. (g)payment issues; and
8. (h)PLJ Product-related transaction inquiries.

2.6Returns, Refunds, and Chargebacks

PLJ will establish and administer the End Customer return and refund policies applicable to PLJ Products, subject to applicable law.

PLJ will process refunds and administer or dispute chargebacks as merchant of record.

The effect of returns, refunds, cancellations, fraud, and chargebacks on Partner Payments will be governed by Section 5 and the applicable Schedule.

2.7Product Safety and Recalls

PLJ will control PLJ’s response to product recalls, withdrawals, safety notices, and other product-safety matters involving PLJ Products, subject to applicable law and PLJ’s contractual rights against the applicable manufacturer, supplier, or other third party.

Partner will reasonably cooperate with PLJ in communicating an authorized recall or safety notice to Partner customers when reasonably necessary.

3.PARTNER RESPONSIBILITIES

3.1Partner Brand and Community

Partner authorizes PLJ to use Partner’s approved name, trademarks, logos, trade dress, photographs, and other brand materials (“Partner Marks”) as reasonably necessary to create, operate, promote, and support Partner’s participation in the Program.

3.2Promotion

Partner may promote its Partner Storefront and the PLJ Products offered through it through Partner’s own channels.

Partner controls whether and how actively it promotes its Partner Storefront, except for any specific promotional obligations expressly stated in an applicable Schedule.

3.3Pricing

Subject to Section 4, Partner may select the retail price at which a PLJ Product is offered through Partner’s Storefront from within any minimum, maximum, or other pricing parameters established by PLJ.

3.4No Unauthorized Product Claims

Partner will not:

1. (a)make a representation concerning a PLJ Product that materially differs from Approved Product Content;
2. (b)represent that a PLJ Product diagnoses, treats, cures, mitigates, or prevents a disease unless that representation has been expressly approved by PLJ for use and is lawful;
3. (c)provide unauthorized dosing, administration, or safety instructions concerning a PLJ Product;
4. (d)alter, relabel, repackage, adulterate, or modify a PLJ Product; or
5. (e)make a guarantee or warranty concerning a PLJ Product that PLJ has not authorized.

3.5Professional Advice

If Partner or any of its personnel provides veterinary, medical, nutritional, professional, or other individualized advice, that advice is provided independently by Partner and is not made on behalf of PLJ unless PLJ expressly agrees otherwise in writing.

3.6Legal Compliance

Each Party will comply with laws applicable to its own activities under this Agreement.

Partner is responsible for the legality of:

1. (a)Partner’s independent promotional communications;
2. (b)Partner’s use of customer information received from PLJ;
3. (c)Partner-created content that is not Approved Product Content;
4. (d)Partner’s professional advice; and
5. (e)representations independently made by Partner concerning Partner itself or its programs.

4.PRODUCT PRICING

4.1Partner Pricing Selection

PLJ may establish permitted pricing parameters for each PLJ Product.

Within those parameters, Partner may select the retail price displayed to End Customers through Partner’s Storefront.

4.2PLJ Pricing Parameters

PLJ may establish or modify pricing parameters when reasonably necessary because of changes in:

1. (a)supplier pricing;
2. (b)manufacturing costs;
3. (c)fulfillment costs;
4. (d)shipping costs;
5. (e)payment-processing costs;
6. (f)regulatory or tax costs;
7. (g)market conditions;
8. (h)promotional programs; or
9. (i)other material costs associated with selling the applicable PLJ Product.

PLJ will provide reasonable notice of material pricing changes when commercially practicable.

4.3Promotions and Discounts

The Parties may participate in discounts, coupons, promotional campaigns, subscriptions, bundles, or other pricing programs as described in the applicable Schedule or otherwise agreed in writing.

The treatment of any discount for purposes of calculating a Partner Payment must be specified by PLJ or agreed by the Parties before the discount is applied.

5.PARTNER PAYMENTS

5.1Partner Payment

For each Completed Sale attributable to Partner, PLJ will pay Partner the amount specified for the applicable PLJ Product in the applicable Schedule, pricing dashboard, written rate sheet, or other written compensation schedule made available by PLJ (“Partner Payment”).

A Partner Payment is a contractual payment from PLJ to Partner. It is not a resale margin and does not reflect Partner’s purchase or resale of a PLJ Product.

5.2Completed Sale

A “Completed Sale” means a sale of a PLJ Product attributable to Partner for which:

1. (a)PLJ has successfully received payment from the End Customer; and
2. (b)the applicable PLJ Product has been shipped to the End Customer.

A sale becomes a Completed Sale on the date the applicable PLJ Product is shipped.

Each separately paid and shipped order under a subscription, automatic-replenishment program, or other recurring-purchase arrangement constitutes a separate Completed Sale and generates the applicable Partner Payment.

5.3Attribution

PLJ’s transaction records will determine the Partner Storefront to which a sale is attributed absent manifest error.

5.4Payment Statements

PLJ will provide Partner with a statement, dashboard, report, or other record showing information reasonably sufficient to identify:

1. (a)qualifying sales;
2. (b)applicable Partner Payments;
3. (c)returns, refunds, or chargebacks affecting prior amounts;
4. (d)adjustments; and
5. (e)the amount payable to Partner.

5.5Payment Timing

PLJ will calculate Partner Payments on a calendar-month basis and pay amounts due to Partner no later than fifteen (15) days following the end of each calendar month, together with a statement or electronic report showing the transactions and adjustments included in the payment.

If applicable charitable-fundraising law requires a different payment or remittance schedule with respect to a Charitable Partner, the applicable Charitable Partner Addendum will control.

5.6Returns, Refunds, Chargebacks, and Fraud

If a Completed Sale is subsequently:

1. (a)refunded;
2. (b)reversed;
3. (c)cancelled after shipment;
4. (d)determined to be fraudulent; or
5. (e)charged back,

PLJ may reverse the corresponding Partner Payment.

If PLJ has already paid the applicable Partner Payment, PLJ may deduct that amount from future Partner Payments otherwise payable to Partner.

PLJ will identify any such adjustment in the applicable Partner statement.

Any adjustment relating to a Charitable Partner remains subject to applicable charitable-fundraising law and the applicable Charitable Partner Addendum.

5.7Taxes on Partner Payments

Each Party is responsible for taxes imposed upon its own income.

PLJ may request tax forms or other documentation reasonably necessary to make or report Partner Payments and may withhold amounts where required by law.

Nothing in this Section allocates responsibility for sales or use tax on the underlying End Customer transaction, which is governed by Section 6.

6.END CUSTOMER TRANSACTIONS AND TAXES

6.1PLJ Consumer Transaction

For each PLJ Product transaction, the End Customer enters into the purchase transaction with PLJ under PLJ’s applicable Consumer Terms of Sale.

6.2Collection of Purchase Price

PLJ or PLJ’s payment processor will collect from the End Customer:

1. (a)the retail purchase price;
2. (b)applicable shipping or delivery charges;
3. (c)applicable sales, use, or similar transaction taxes; and
4. (d)other properly disclosed charges associated with the transaction.

6.3Sales and Use Tax

PLJ will calculate, collect, report, and remit sales, use, and similar transaction taxes to the extent PLJ is required to do so under applicable law as seller, retailer, marketplace facilitator, or otherwise.

Nothing in this Agreement constitutes a representation that PLJ is legally responsible for a tax imposed directly on Partner because of Partner’s independent activities.

6.4Merchant Descriptor and Consumer Disclosure

PLJ may identify itself or its payment-processing entity on the End Customer’s payment statement, receipt, checkout, order confirmation, or other transaction documentation as reasonably necessary to accurately disclose PLJ’s role as seller and merchant of record.

7.CUSTOMER DATA

7.1General Structure

The Parties acknowledge that access to customer information is a material component of Partner’s participation in the Program.

Neither Party acquires property “ownership” of personal information by virtue of this Agreement. Each Party instead receives the rights to collect, receive, process, retain, and use personal information permitted by applicable law, the disclosures made to the applicable End Customer, this Agreement, and the Data Sharing / Privacy Schedule.

7.2PLJ Collection

PLJ may collect information from End Customers in connection with the Program, including information necessary to:

1. (a)process transactions;
2. (b)fulfill orders;
3. (c)administer payments;
4. (d)provide customer service;
5. (e)administer returns and refunds;
6. (f)manage subscriptions and replenishment;
7. (g)prevent fraud;
8. (h)maintain transaction and tax records;
9. (i)provide recalls and safety communications;
10. (j)analyze and operate the PLJ commerce network; and
11. (k)engage in other disclosed and legally permitted activities.

7.3Partner Customer Dataset

Subject to applicable law and the Data Sharing / Privacy Schedule, PLJ will make available to Partner an agreed dataset relating to End Customers attributable to Partner’s Storefront.

That dataset may include:

1. (a)customer name;
2. (b)email address;
3. (c)shipping or other contact information where appropriate;
4. (d)order information;
5. (e)products purchased;
6. (f)purchase amounts;
7. (g)purchase dates;
8. (h)subscription or customer status; and
9. (i)applicable marketing-consent, preference, or suppression information.

PLJ will not provide Partner with payment-card credentials or other information that Partner does not reasonably need for the permitted purposes.

7.4Partner Permitted Uses

Subject to applicable law, applicable End Customer choices, and the Data Sharing / Privacy Schedule, Partner may use customer information received through the Program for Partner’s own:

1. (a)customer and supporter records;
2. (b)organizational communications;
3. (c)newsletters;
4. (d)fundraising;
5. (e)events and programs;
6. (f)promotion of Partner’s PLJ Storefront;
7. (g)promotion of Partner’s own products, services, programs, and activities;
8. (h)customer and supporter analytics; and
9. (i)legally required recordkeeping.

7.5Prohibited Uses

Except as expressly permitted by the Data Sharing / Privacy Schedule or applicable law, Partner may not:

1. (a)sell or rent PLJ-provided customer information;
2. (b)provide the dataset to unrelated third parties for their independent marketing;
3. (c)use the information to promote an unrelated third party’s commercial products or services;
4. (d)disregard an applicable marketing opt-out or suppression status; or
5. (e)use the information unlawfully.

7.6Independent Compliance

Each Party is independently responsible for complying with privacy, data-security, marketing, email, telephone, text-message, and similar laws applicable to that Party’s use of customer information.

7.7Security

Each Party will maintain reasonable administrative, technical, and physical safeguards appropriate to the personal information in its possession or control.

The Data Sharing / Privacy Schedule may establish additional requirements concerning security incidents, consumer requests, retention, deletion, suppression lists, and cooperation between the Parties.

8.INTELLECTUAL PROPERTY AND BRANDING

8.1Partner Marks

Partner retains all right, title, and interest in Partner Marks.

Partner grants PLJ a non-exclusive, worldwide, royalty-free license during the Term to use, reproduce, display, and adapt Partner Marks solely as reasonably necessary to:

1. (a)create and operate Partner’s Storefront;
2. (b)market the Storefront and Program;
3. (c)process and communicate concerning End Customer transactions; and
4. (d)perform PLJ’s obligations under this Agreement.

8.2PLJ Property

PLJ retains all right, title, and interest in:

1. (a)the Pet Life Journey name and marks;
2. (b)PLJ technology;
3. (c)PLJ storefront infrastructure;
4. (d)PLJ-created templates and designs;
5. (e)PLJ product catalog systems;
6. (f)PLJ software and integrations;
7. (g)PLJ-created Approved Product Content; and
8. (h)PLJ’s other preexisting or independently developed intellectual property.

8.3Partner Storefront

Except for Partner Marks and Partner-owned content, PLJ retains ownership of PLJ technology, systems, templates, code, and other PLJ materials used to create or operate a Partner Storefront.

Partner’s participation in the Program does not transfer ownership of PLJ technology to Partner.

8.4Publicity

Neither Party may issue a press release materially characterizing the other Party’s endorsement of it without the other Party’s prior approval.

This restriction does not prevent either Party from accurately identifying the existence of the commercial relationship or displaying approved branding in connection with the Program.

9.PRODUCT RESPONSIBILITY; INDEMNIFICATION

9.1Allocation of Product-Commerce Responsibility

As between PLJ and Partner, PLJ assumes responsibility for the PLJ-controlled product and commerce functions expressly allocated to PLJ under this Agreement.

Partner does not assume product responsibility merely because:

1. (a)a PLJ Product is displayed through Partner’s Storefront;
2. (b)Partner selected a permitted retail price;
3. (c)Partner promoted the PLJ Storefront;
4. (d)Partner received a Partner Payment; or
5. (e)Partner received customer information relating to the transaction.

9.2PLJ Indemnification

Subject to the limitations and procedures in this Agreement, PLJ will defend, indemnify, and hold harmless Partner and its officers, directors, employees, and agents from third-party claims, actions, damages, judgments, settlements, penalties, and reasonable attorneys’ fees (“Covered Product Claims”) to the extent arising from:

1. (a)a defect in a PLJ Product;
2. (b)contamination or adulteration of a PLJ Product;
3. (c)PLJ’s selection of a manufacturer or supplier;
4. (d)Approved Product Content created or approved by PLJ;
5. (e)labeling or packaging controlled by PLJ or PLJ’s supplier;
6. (f)warehousing controlled by PLJ;
7. (g)fulfillment controlled by PLJ;
8. (h)PLJ’s administration of a product recall or safety matter;
9. (i)PLJ’s breach of its obligations as seller or merchant of record; or
10. (j)PLJ’s material breach of this Agreement,

except to the extent the claim results from conduct for which Partner is responsible under Section 9.3.

9.3Partner Responsibility and Indemnification

Partner will defend, indemnify, and hold harmless PLJ and its officers, directors, employees, and agents from third-party claims, actions, damages, judgments, settlements, penalties, and reasonable attorneys’ fees to the extent arising from:

1. (a)Partner’s unauthorized alteration of Approved Product Content;
2. (b)an unauthorized product, health, efficacy, dosing, or safety claim made by Partner;
3. (c)Partner’s alteration, relabeling, repackaging, adulteration, or modification of a PLJ Product;
4. (d)professional advice independently provided by Partner;
5. (e)Partner’s unlawful use or disclosure of customer information;
6. (f)Partner’s infringement or misappropriation through Partner Marks or Partner-supplied content;
7. (g)Partner’s unauthorized charitable or fundraising representation;
8. (h)Partner’s negligence or willful misconduct; or
9. (i)Partner’s material breach of this Agreement.

9.4Indemnification Procedure

A Party seeking indemnification will:

1. (a)promptly notify the indemnifying Party of the claim, provided that delayed notice relieves the indemnifying Party only to the extent materially prejudiced;
2. (b)provide reasonable cooperation at the indemnifying Party’s expense; and
3. (c)permit the indemnifying Party to control the defense and settlement.

The indemnifying Party may not enter into a settlement that admits wrongdoing by, imposes nonmonetary obligations upon, or fails to fully release the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld.

9.5Insurance

PLJ will maintain commercially reasonable insurance appropriate to its activities under the Program, including product-liability and commercial general-liability coverage.

PLJ may establish reasonable insurance requirements for manufacturers, suppliers, fulfillment providers, and other parties participating in the PLJ product supply chain.

10.CHARITABLE PARTNERS

10.1Applicability

If Partner is a charitable organization or transactions involving Partner are subject to charitable solicitation, charitable sales promotion, commercial coventure, charitable fundraising platform, cause-marketing, or similar laws, the Parties will also comply with the applicable Charitable Partner Addendum.

10.2Compliance Layer

The Parties acknowledge that charitable compliance may require matters beyond contractual language, including:

1. (a)registration;
2. (b)charity verification;
3. (c)customer-facing disclosures;
4. (d)written agreements;
5. (e)accounting;
6. (f)segregation or tracking of amounts;
7. (g)remittance requirements;
8. (h)reporting; and
9. (i)recordkeeping.

10.3No Unauthorized Charitable Representations

Neither Party will represent that:

1. (a)a particular amount constitutes a charitable donation;
2. (b)a customer will receive a charitable deduction;
3. (c)a specified amount or percentage will benefit Partner; or
4. (d)PLJ or Partner is conducting a charitable solicitation or promotion in a particular manner,

unless the representation is accurate, authorized under the applicable Charitable Partner Addendum, and compliant with applicable law.

10.4Priority

If the Charitable Partner Addendum conflicts with this Agreement regarding a matter regulated by applicable charitable-fundraising law, the Charitable Partner Addendum controls.

11.REPRESENTATIONS AND WARRANTIES

11.1Mutual Authority

Each Party represents and warrants that:

1. (a)it has full power and authority to enter into this Agreement;
2. (b)the person executing this Agreement on its behalf is authorized to do so; and
3. (c)its execution and performance of this Agreement do not violate any binding agreement applicable to it.

11.2Partner Marks

Partner represents and warrants that it has sufficient rights in Partner Marks and Partner-supplied content to grant the rights provided in this Agreement.

11.3PLJ Products

PLJ represents that it will use commercially reasonable procedures in selecting suppliers and PLJ Products and will require such product documentation, representations, warranties, or compliance information as PLJ determines appropriate to the applicable product category.

12.CONFIDENTIALITY

12.1Confidential Information

“Confidential Information” means nonpublic information disclosed by one Party to the other that reasonably should be understood to be confidential, including:

1. (a)pricing and Partner Payment information;
2. (b)supplier terms;
3. (c)product sourcing information;
4. (d)nonpublic customer and transaction information;
5. (e)business plans;
6. (f)technology;
7. (g)security information; and
8. (h)nonpublic financial information.

12.2Obligations

The receiving Party will:

1. (a)use Confidential Information only to perform or exercise rights under this Agreement;
2. (b)protect it using at least reasonable care; and
3. (c)disclose it only to personnel, professional advisers, contractors, and service providers who reasonably need access and are subject to appropriate confidentiality obligations.

12.3Exclusions

Confidential Information does not include information the receiving Party can demonstrate:

1. (a)is or becomes public through no breach of this Agreement;
2. (b)was lawfully known without restriction before disclosure;
3. (c)is lawfully received from a third party without confidentiality restriction; or
4. (d)is independently developed without use of the disclosing Party’s Confidential Information.

12.4Required Disclosure

A Party may disclose Confidential Information when legally required, provided it gives advance notice when legally permitted and reasonably cooperates in seeking confidential treatment.

13.TERM AND TERMINATION

13.1Term

This Agreement begins on the Effective Date and continues until terminated in accordance with this Section (“Term”).

13.2Termination for Convenience

Either Party may terminate this Agreement for convenience upon thirty (30) days’ written notice unless an applicable Schedule specifies a different committed term.

13.3Termination for Cause

Either Party may terminate this Agreement upon written notice if the other Party:

1. (a)materially breaches this Agreement and fails to cure the breach within fifteen (15) days after written notice, if curable;
2. (b)engages in fraud, unlawful conduct, or conduct reasonably likely to create material legal or reputational harm relating to the Program;
3. (c)becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days; or
4. (d)loses a license, registration, charitable status, or other legal authority necessary for material performance under this Agreement.

13.4PLJ Product Suspension

PLJ may immediately suspend a PLJ Product, transaction, storefront feature, or promotion if PLJ reasonably determines suspension is necessary because of:

1. (a)product safety;
2. (b)regulatory concerns;
3. (c)suspected fraud;
4. (d)legal requirements;
5. (e)supplier interruption;
6. (f)cybersecurity or payment risk; or
7. (g)material risk to End Customers.

13.5Effect of Termination

Upon termination:

1. (a)PLJ may stop accepting new orders attributable to Partner;
2. (b)PLJ may complete, cancel, refund, or otherwise administer outstanding End Customer orders;
3. (c)PLJ will pay Partner undisputed Partner Payments properly due after applicable adjustments;
4. (d)each Party will discontinue use of the other Party’s marks except as reasonably necessary to complete outstanding transactions or comply with law;
5. (e)customer information previously lawfully provided to a Party may continue to be used only to the extent permitted by applicable law, applicable customer choices, this Agreement, and the Data Sharing / Privacy Schedule; and
6. (f)provisions intended by their nature to survive will survive.

13.6Survival

Sections concerning accrued payment obligations, customer data, intellectual property ownership, indemnification, confidentiality, limitations of liability, dispute provisions, and other provisions that by their nature should survive will survive termination.

14.LIMITATION OF LIABILITY

14.1Exclusion of Certain Damages

Except for Excluded Claims, neither Party will be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits or lost business opportunities, arising out of or relating to this Agreement, regardless of the theory of liability and even if the Party has been advised of the possibility of those damages.

14.2Aggregate Liability Cap

Except for Excluded Claims, each Party’s aggregate liability to the other arising out of or relating to this Agreement will not exceed the greater of:

1. (a)One Hundred Thousand Dollars ($100,000); or
2. (b)the total Partner Payments paid or payable by PLJ to Partner during the twelve (12) months immediately preceding the event giving rise to the claim.

14.3Excluded Claims

The limitations in Sections 14.1 and 14.2 do not apply to:

1. (a)a Party’s indemnification obligations under Section 9;
2. (b)fraud or willful misconduct;
3. (c)infringement or misappropriation of the other Party’s intellectual property;
4. (d)breach of Section 12 concerning Confidential Information;
5. (e)a Party’s material violation of applicable privacy or data-security law arising from that Party’s own acts or omissions; or
6. (f)liability that applicable law prohibits the Parties from limiting.

15.RECORDS AND REVIEW

15.1Transaction Records

PLJ will maintain commercially reasonable records concerning PLJ Product sales and Partner Payments.

15.2Partner Payment Review

Partner may reasonably request information supporting a Partner Payment statement if Partner believes the statement contains an error.

The Parties will work in good faith to resolve identified discrepancies.

15.3Charitable Records

For transactions subject to charitable-fundraising laws, PLJ and Partner will maintain records for the periods and in the manner required by applicable law and the Charitable Partner Addendum.

16.CHANGES TO THE PROGRAM

PLJ may modify operational features of the Program, product availability, suppliers, fulfillment providers, payment processors, technology, and other nonmaterial operational matters from time to time.

PLJ may not use such modifications to retroactively reduce Partner Payments already earned on Completed Sales.

Material changes to the fundamental economic or legal relationship between PLJ and Partner require written agreement except where a change is reasonably required to comply with applicable law.

17.NOTICES

Formal notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email where receipt is confirmed, to the notice addresses specified below or subsequently designated in writing.

If to PLJ:

Ody Health

d/b/a Pet Life Journey

1309 Coffeen Avenue STE 1200

Sheridan, WY 82801

Email: info@petlifejourney.com

If to Partner:

[PARTNER LEGAL NAME]

[ADDRESS]

Email: [EMAIL]

Routine operational communications may be delivered electronically through email, PLJ’s platform, or other mutually used communication channels.

18.GENERAL

18.1Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except that PLJ may assign this Agreement without consent in connection with a merger, reorganization, sale of substantially all assets, change of control, or transfer of the PLJ business to an affiliate or successor.

Any prohibited assignment is void.

18.2Subcontractors

PLJ may use manufacturers, suppliers, payment processors, hosting providers, fulfillment providers, warehouses, customer-service providers, and other subcontractors to perform its obligations.

PLJ’s use of subcontractors does not alter the allocation of responsibilities between PLJ and Partner under this Agreement.

18.3Force Majeure

Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, fire, epidemic, labor disruption, transportation interruption, carrier failure, governmental action, war, civil disturbance, utility interruption, or widespread internet or infrastructure failure.

This Section does not excuse payment obligations for amounts already due.

18.4Governing Law

This Agreement and any dispute arising out of or relating to this Agreement are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

18.5Venue; Optional Mediation or Arbitration

Any action or proceeding arising out of or relating to this Agreement that is not submitted by mutual agreement of the Parties to mediation or arbitration will be brought exclusively in the state or federal courts located in Los Angeles County, California.

Each Party consents to the personal jurisdiction and venue of those courts.

Nothing in this Agreement requires either Party to mediate or arbitrate a dispute. The Parties may, however, mutually agree in writing after a dispute arises to submit that dispute to mediation or binding arbitration on terms agreed by the Parties.

18.6Waiver

A waiver is effective only if in writing and does not constitute a waiver of any subsequent breach.

18.7Severability

If a provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable where permitted, and the remaining provisions will remain in effect.

18.8Order of Precedence

In the event of a conflict:

1. (a)a Charitable Partner Addendum controls with respect to matters specifically governed by it;
2. (b)the applicable Build or Enhance Schedule controls with respect to model-specific operational matters;
3. (c)the Data Sharing / Privacy Schedule controls with respect to customer-data matters; and
4. (d)this Agreement controls in all other respects,

unless the applicable document expressly states otherwise.

18.9Entire Agreement

This Agreement, together with its incorporated Schedules and Addenda, constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous discussions, proposals, representations, and agreements concerning that subject matter.

18.10Amendment

Except for operational matters PLJ is expressly permitted to modify under this Agreement, amendments must be in writing and agreed by authorized representatives of both Parties.

18.11No Third-Party Beneficiaries

Except for persons expressly entitled to indemnification under this Agreement, this Agreement does not create rights in any third party.

18.12Counterparts and Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.

19.SIGNATURES

The Parties have executed this Pet Life Journey Partner Agreement as of the Effective Date.

ODY HEALTH

d/b/a Pet Life Journey

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________

[PARTNER LEGAL NAME]

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________

EXHIBITS, SCHEDULES, AND ADDENDA

The following documents may be incorporated into this Agreement as applicable:

Schedule A — Commercial Terms and Partner Payments

Product-level economics, pricing parameters, Partner Payments, attribution, discounts, subscriptions, and other commercial terms.

Schedule B — Build Storefront Terms

Storefront creation, branding, domain/subdomain structure, administration, content responsibilities, launch, maintenance, and termination.

Schedule C — Enhance Storefront Terms

Integration into Partner’s existing store or website, PLJ-controlled checkout requirements, technical responsibilities, presentation of PLJ Products, and separation between Partner-sold and PLJ-sold products.

Schedule D — Data Sharing and Privacy

Customer dataset, permitted uses, disclosures, marketing status, suppression, consumer requests, security, retention, incidents, and compliance cooperation.

Addendum E — Charitable Partner Terms

Applicable charitable-sales-promotion, fundraising-platform, commercial-coventure, solicitation, registration, disclosure, accounting, remittance, reporting, and recordkeeping provisions.