Pet Life Journey

Schedule A — Commercial Terms and Partner Payments

Partner payments, pricing and the commercial terms of participation.

Forms part ofPartner Agreement

This Schedule A — Commercial Terms and Partner Payments (“Schedule A”) 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] (“Partner”).

Capitalized terms not defined in this Schedule A have the meanings given in the Agreement.

1.PURPOSE

This Schedule A establishes the commercial terms applicable to Partner’s participation in the PLJ Program, including:

  1. (a)Partner Payments;
  2. (b)permitted retail pricing;
  3. (c)discounts and promotions;
  4. (d)subscription and recurring-purchase treatment;
  5. (e)attribution;
  6. (f)payment reporting; and
  7. (g)other Partner-specific commercial terms.

Unless expressly stated otherwise in this Schedule A, the payment and transaction provisions of the Agreement apply.

2.NO UPFRONT FEES

2.1Participation Fee

Partner will not be charged an upfront fee to participate in the PLJ Program.

2.2Storefront Fee

Partner will not be charged an upfront fee for PLJ to create a Build Storefront or establish an Enhance integration unless the Parties expressly agree otherwise in writing.

2.3No Inventory Purchase

Partner is not required to purchase, finance, or maintain inventory of PLJ Products.

3.PARTNER PAYMENT STRUCTURE

3.1Partner Payment

For each Completed Sale attributable to Partner, PLJ will pay Partner the applicable fixed amount specified in the then-current Partner Product Rate Schedule.

The payment due for a particular PLJ Product is the “Partner Payment.”

3.2Fixed-Dollar Compensation

Unless expressly stated otherwise in writing, Partner Payments will be established as a fixed dollar amount per Completed Sale rather than as a percentage of PLJ revenue, PLJ profit, or the End Customer purchase price.

For example:

PLJ Product Permitted Retail Price Partner Payment per Completed Sale

[Product 1] [$___ – $___] [$___]

[Product 2] [$___ – $___] [$___]

[Product 3] [$___ – $___] [$___]

The actual product-level economics will be maintained in the applicable Partner Product Rate Schedule, dashboard, or other written rate sheet provided by PLJ.

3.3No Guaranteed Earnings

PLJ does not guarantee:

  1. (a)any minimum number of sales;
  2. (b)any minimum amount of Partner Payments;
  3. (c)any customer conversion rate;
  4. (d)any recurring-purchase rate; or
  5. (e)any minimum profitability or fundraising result for Partner.

Partner Payments arise only from qualifying Completed Sales.

4.PARTNER PRODUCT RATE SCHEDULE

4.1Rate Schedule

PLJ will make available to Partner a written or electronic schedule identifying, as applicable:

  1. (a)PLJ Products available to Partner;
  2. (b)permitted retail-pricing parameters;
  3. (c)the Partner Payment applicable to each PLJ Product;
  4. (d)subscription or recurring-purchase Partner Payments, if different;
  5. (e)promotional Partner Payments, if applicable; and
  6. (f)other product-specific commercial terms.

The schedule may be provided through:

  • a written rate sheet;
  • Partner dashboard;
  • electronic portal;
  • email;
  • amendment to this Schedule A; or
  • another written method reasonably designated by PLJ.

4.2Rate Changes

PLJ may change the Partner Payment applicable to future sales of a PLJ Product when reasonably necessary because of changes in:

  1. (a)supplier or manufacturer pricing;
  2. (b)product cost;
  3. (c)fulfillment cost;
  4. (d)shipping economics;
  5. (e)payment-processing cost;
  6. (f)regulatory cost;
  7. (g)promotional economics;
  8. (h)product availability;
  9. (i)market conditions; or
  10. (j)other material commercial circumstances.

Any change applies prospectively only.

PLJ may not retroactively reduce the Partner Payment applicable to a Completed Sale that occurred before the effective date of the change.

4.3Notice of Material Reductions

PLJ will provide Partner reasonable advance notice of a material reduction in the Partner Payment for a PLJ Product when commercially practicable.

Partner may discontinue offering the affected PLJ Product if Partner does not wish to continue under the revised economics.

5.RETAIL PRICING

5.1Partner Pricing Right

Partner may select the retail price for each PLJ Product from within the pricing parameters established by PLJ.

5.2Pricing Parameters

PLJ may establish:

  1. (a)a minimum permitted retail price;
  2. (b)a maximum permitted retail price;
  3. (c)a recommended retail price;
  4. (d)a promotional price;
  5. (e)subscription pricing;
  6. (f)bundle pricing; or
  7. (g)other pricing parameters reasonably necessary for the applicable PLJ Product.

5.3Default Pricing

If Partner does not select a permitted price, PLJ may display the then-current PLJ recommended retail price or another default price within the applicable permitted pricing range.

5.4Pricing Changes

Partner may change its selected retail price within PLJ’s then-current permitted range using the method made available by PLJ.

Pricing changes apply prospectively and do not affect prior transactions.

6.COMPLETED SALES

6.1Completed Sale Standard

As provided in the Agreement, a Completed Sale occurs when:

  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.

The Completed Sale occurs on the shipment date.

6.2Multiple Products in One Order

If an End Customer purchases multiple PLJ Products in a single order, each separately qualifying product unit will generate the applicable Partner Payment unless the applicable rate schedule expressly provides otherwise.

For example, if an End Customer purchases two units of a PLJ Product for which the Partner Payment is $10 per unit, the qualifying order generates $20 in Partner Payments.

6.3Partial Shipment

If products in an order ship separately, the Partner Payment attributable to each product becomes earned when that product satisfies the Completed Sale requirements.

6.4Cancelled Orders

An order cancelled before shipment is not a Completed Sale and does not generate a Partner Payment.

7.SUBSCRIPTIONS AND RECURRING PURCHASES

7.1Separate Completed Sales

Each separately paid and shipped order under a subscription, automatic-replenishment arrangement, recurring-order program, or similar program constitutes a separate Completed Sale.

7.2Recurring Partner Payments

Unless the applicable Partner Product Rate Schedule expressly states otherwise, Partner will receive the same Partner Payment for each qualifying recurring order as Partner receives for the corresponding initial purchase.

7.3Continued Attribution

A recurring order originating from an End Customer initially attributable to Partner will remain attributable to Partner for Partner Payment purposes unless:

  1. (a)the applicable Program terms expressly provide otherwise;
  2. (b)the End Customer terminates the recurring arrangement and later establishes a separate customer relationship through another Partner Storefront;
  3. (c)attribution is changed because of fraud, error, duplicate customer records, or another legitimate administrative reason; or
  4. (d)the Parties otherwise agree in writing.

7.4No Requirement for Continued Promotion

Unless otherwise agreed, Partner is not required to generate a new referral, click, or promotional interaction for each recurring order to remain eligible for the Partner Payment.

8.ATTRIBUTION

8.1Storefront Attribution

A sale made through Partner’s Build Storefront or Partner-specific PLJ commerce integration will be attributed to Partner.

8.2Partner-Specific Links or Codes

PLJ may also use:

  1. (a)Partner-specific URLs;
  2. (b)referral links;
  3. (c)tracking parameters;
  4. (d)Partner codes;
  5. (e)QR codes;
  6. (f)account associations; or
  7. (g)other technical attribution methods.

8.3PLJ Records Control

PLJ’s transaction and attribution records control absent manifest error.

8.4Attribution Errors

If Partner reasonably believes a sale was incorrectly attributed, Partner may notify PLJ and provide reasonably available supporting information.

PLJ will review the transaction in good faith and correct a demonstrable attribution error.

9.RETURNS, REFUNDS, CHARGEBACKS, AND FRAUD

9.1Reversal

If a Completed Sale is later:

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

PLJ may reverse the corresponding Partner Payment as provided in the Agreement.

9.2Previously Paid Amounts

If the Partner Payment has already been paid, PLJ may deduct the amount from future Partner Payments.

9.3Insufficient Future Payments

If this Agreement terminates and Partner has received Partner Payments that are properly subject to reversal but insufficient future Partner Payments remain available for offset, Partner will repay the undisputed net amount to PLJ within thirty (30) days after receipt of reasonable supporting documentation.

This Section does not apply to the extent applicable charitable-fundraising law prohibits such repayment or adjustment.

9.4No Chargeback Fee to Partner

Unless a chargeback, fraud event, or transaction loss results from Partner’s unauthorized or wrongful conduct, PLJ will not separately charge Partner PLJ’s payment-processor chargeback fee or other merchant-processing loss associated with the transaction.

10.DISCOUNTS AND PROMOTIONS

10.1PLJ Promotions

PLJ may propose promotions involving:

  1. (a)discounts;
  2. (b)coupon codes;
  3. (c)free shipping;
  4. (d)bundles;
  5. (e)introductory pricing;
  6. (f)subscription discounts;
  7. (g)seasonal promotions; or
  8. (h)other customer incentives.

10.2Effect on Partner Payment

Before a promotion materially reduces the Partner Payment otherwise applicable to a sale, PLJ will specify the promotional Partner Payment applicable to that promotion.

Partner is not required to participate in a promotion that reduces its Partner Payment unless Partner agrees to participate.

10.3Partner-Funded Discount

If Partner requests a discount outside PLJ’s standard promotional program, the Parties will agree in advance how the discount affects the Partner Payment.

10.4PLJ-Funded Promotion

If PLJ elects to fund a customer discount without changing the applicable Partner Payment, Partner will continue to receive the ordinary Partner Payment.

11.SHIPPING AND TAXES

11.1Shipping Charges

Shipping charges paid by the End Customer are not included in calculating Partner Payments unless expressly stated otherwise in the applicable Partner Product Rate Schedule.

11.2Sales and Use Taxes

Sales, use, and similar transaction taxes collected from End Customers are not included in calculating Partner Payments.

11.3Partner Payment Not Based on Gross Receipts

Because the Partner Payment is ordinarily a fixed amount per Completed Sale, changes in shipping charges or transaction taxes do not alter the Partner Payment unless expressly stated otherwise.

12.PAYMENT TIMING

12.1Monthly Calculation

PLJ will calculate Partner Payments on a calendar-month basis.

12.2Payment Deadline

PLJ will pay amounts due to Partner no later than fifteen (15) days following the end of each calendar month.

For example, Partner Payments earned from Completed Sales occurring during January will ordinarily be paid no later than February 15.

12.3Charitable Partners

If applicable charitable-promotion or fundraising law requires a different remittance schedule, the Charitable Partner Addendum and applicable law control.

12.4Payment Method

PLJ may make Partner Payments by:

  1. (a)ACH;
  2. (b)electronic funds transfer;
  3. (c)check;
  4. (d)payment platform; or
  5. (e)another commercially reasonable method designated by PLJ.

Partner will provide accurate payment information reasonably requested by PLJ.

12.5Minimum Payout Threshold

There is no minimum payout threshold unless the Parties expressly agree otherwise in writing.

13.PAYMENT STATEMENTS

13.1Statement Information

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

  1. (a)Completed Sales;
  2. (b)units sold;
  3. (c)applicable Partner Payments;
  4. (d)recurring purchases;
  5. (e)refunds;
  6. (f)chargebacks;
  7. (g)reversals;
  8. (h)other adjustments; and
  9. (i)the net amount payable.

13.2Statement Review

Partner should notify PLJ of a reasonably suspected statement error within sixty (60) days after the applicable statement is made available.

Failure to notify PLJ within that period does not waive a claim arising from fraud or an error that Partner could not reasonably have discovered during the review period.

14.PRODUCT DISCONTINUATION AND AVAILABILITY

14.1No Guarantee of Continued Product Availability

PLJ does not guarantee that any particular PLJ Product will remain available indefinitely.

14.2Discontinuation

If PLJ discontinues a PLJ Product, no further Partner Payments will arise from new orders for that product after sales cease.

Completed Sales occurring before discontinuation remain payable in accordance with the Agreement and this Schedule A.

14.3Subscription Customers

If a product used in a subscription or recurring-purchase arrangement becomes unavailable, PLJ may:

  1. (a)cancel future shipments;
  2. (b)offer the End Customer a replacement product;
  3. (c)obtain the End Customer’s consent to substitute another product where required; or
  4. (d)take another commercially reasonable action consistent with applicable law and the End Customer terms.

A replacement product generates the Partner Payment applicable to that replacement product.

15.NO SETOFF EXCEPT AUTHORIZED ADJUSTMENTS

PLJ may not withhold or offset Partner Payments except for:

  1. (a)refunds;
  2. (b)chargebacks;
  3. (c)fraud;
  4. (d)overpayments;
  5. (e)erroneous payments;
  6. (f)amounts Partner is expressly required to reimburse under the Agreement;
  7. (g)amounts finally determined to be owed by Partner to PLJ; or
  8. (h)other adjustments expressly permitted under the Agreement, this Schedule A, or applicable law.

16.PARTNER-SPECIFIC COMMERCIAL TERMS

The following additional commercial terms apply to Partner:

Partner: [PARTNER LEGAL NAME]

Participation Model:

[ ] Build

[ ] Enhance

[ ] Both

Initial PLJ Products:

[ATTACH OR REFERENCE PARTNER PRODUCT RATE SCHEDULE]

Partner Payment Method:

[ACH / OTHER]

Payment Contact:

[NAME / EMAIL]

Special Pricing Terms:

[NONE / INSERT]

Special Promotional Terms:

[NONE / INSERT]

Special Attribution Terms:

[NONE / INSERT]

Other Commercial Terms:

[NONE / INSERT]

17.ORDER OF PRECEDENCE

If this Schedule A conflicts with the Agreement, this Schedule A controls only with respect to the specific commercial term addressed by the conflicting provision.

If this Schedule A conflicts with an applicable Charitable Partner Addendum regarding the timing, calculation, accounting, adjustment, or remittance of amounts subject to charitable-promotion or fundraising law, the Charitable Partner Addendum controls.

All other provisions of the Agreement remain in effect.

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