This Schedule B — Build Storefront Terms (“Build Schedule”) 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 Build Schedule have the meanings given in the Agreement.
1.BUILD MODEL
1.1Build Storefront
Under the Build model, PLJ will create and operate a Partner-branded online storefront through which End Customers may purchase PLJ Products.
The storefront created for Partner under this Build Schedule is the “Partner Storefront.”
1.2Commerce Structure
The Partner Storefront is operated under the commercial structure established in the Agreement.
Accordingly:
- (a)PLJ is the seller of all PLJ Products offered through the Partner Storefront;
- (b)PLJ is the merchant of record for all PLJ Product transactions;
- (c)all PLJ Product purchases will be processed through PLJ-controlled checkout and payment-processing infrastructure;
- (d)Partner does not purchase or resell PLJ Products;
- (e)Partner does not take title to PLJ inventory; and
- (f)Partner receives Partner Payments for Completed Sales attributable to the Partner Storefront.
2.STOREFRONT CREATION
2.1PLJ Responsibilities
PLJ will create the Partner Storefront without an upfront storefront-development fee unless otherwise expressly agreed in writing.
PLJ will determine the technical architecture, hosting environment, commerce infrastructure, platform components, and other technology used to create and operate the Partner Storefront.
2.2Partner Cooperation
Partner will provide information and materials reasonably requested by PLJ to create the Partner Storefront, which may include:
- (a)Partner Marks;
- (b)organization description;
- (c)approved photographs and other visual assets;
- (d)website links;
- (e)contact information;
- (f)social-media links;
- (g)organizational or program information; and
- (h)other content reasonably necessary to create a Partner-branded customer experience.
Partner will provide such materials in reasonably usable formats.
2.3Storefront Branding
PLJ will use commercially reasonable efforts to make the Partner Storefront consistent with Partner’s approved brand identity.
PLJ retains final control over technical layout, commerce functionality, checkout design, product presentation standards, and other operational components necessary to operate the Partner Storefront.
2.4Partner Approval
Before initial public launch, PLJ will provide Partner a reasonable opportunity to review the Partner Storefront for:
- (a)accuracy of Partner-provided information;
- (b)use of Partner Marks;
- (c)obvious factual errors relating to Partner; and
- (d)overall brand presentation.
Partner approval does not transfer responsibility to Partner for PLJ Product selection, Approved Product Content, checkout, payment processing, fulfillment, tax administration, returns, refunds, chargebacks, or other PLJ-controlled commerce functions.
3.DOMAIN AND STOREFRONT LOCATION
3.1PLJ-Hosted Location
Unless otherwise agreed, PLJ may host the Partner Storefront at a PLJ-controlled URL, subdomain, path, or other web location, including a location such as:
[partnername].petlifejourney.com
or another URL designated by PLJ.
3.2Custom Domain or Link
The Parties may agree to use a Partner-owned domain, subdomain, custom domain, redirect, embedded link, or similar arrangement.
Any such arrangement does not change PLJ’s role as seller and merchant of record for PLJ Products.
3.3Technical Control
PLJ retains control of the commerce infrastructure and technical systems used to operate the Partner Storefront.
Partner does not acquire ownership of PLJ software, templates, source code, integrations, product databases, checkout technology, or other PLJ systems by participating in the Build model.
4.PRODUCT CATALOG
4.1Product Availability
PLJ will determine the PLJ Products eligible to be offered through the Partner Storefront.
PLJ may add, remove, suspend, replace, or discontinue PLJ Products from time to time in accordance with the Agreement.
4.2Partner Product Selection
PLJ may permit Partner to choose which eligible PLJ Products appear in the Partner Storefront.
PLJ retains final authority to determine whether a PLJ Product may be listed, removed, suspended, or discontinued.
4.3Product Content
PLJ will control Approved Product Content.
Partner may propose changes or additions, but no material modification to Approved Product Content may be published without PLJ’s approval.
5.PRICING
5.1Retail Pricing
Partner may select the retail price for each PLJ Product within pricing parameters established by PLJ.
5.2Pricing Updates
PLJ may modify permitted pricing parameters in accordance with the Agreement.
If Partner does not select a new price following a required pricing change, PLJ may use a default retail price within the permitted range until Partner makes another permitted selection.
6.ORDERS AND CHECKOUT
6.1PLJ Checkout
All PLJ Product transactions through the Partner Storefront will use PLJ-controlled checkout and payment-processing infrastructure.
6.2Consumer Disclosure
PLJ may display information reasonably necessary to identify PLJ as the seller and merchant of record, including within:
- (a)checkout;
- (b)receipts;
- (c)order confirmations;
- (d)billing descriptors;
- (e)return and refund terms; and
- (f)customer-service communications.
6.3Partner Identity
The Partner Storefront may prominently display Partner’s identity, branding, mission, programs, or other approved Partner content.
The use of Partner branding does not make Partner the seller of PLJ Products.
7.FULFILLMENT AND CUSTOMER SERVICE
PLJ will arrange fulfillment, shipping, customer service, returns, refunds, replacements, chargebacks, and other transaction administration for PLJ Products in accordance with the Agreement.
Partner is not required to:
- (a)receive inventory;
- (b)store inventory;
- (c)package products;
- (d)ship products;
- (e)process payments;
- (f)process refunds;
- (g)respond to ordinary order-status inquiries; or
- (h)administer chargebacks.
Partner will reasonably forward to PLJ any PLJ Product customer-service inquiry mistakenly directed to Partner.
8.CUSTOMER DATA
PLJ will provide Partner the customer information required under the Agreement and Schedule D — Data Sharing and Privacy.
The fact that PLJ operates the Partner Storefront does not reduce Partner’s contractual rights to receive the agreed Partner customer dataset.
9.MARKETING AND PROMOTION
9.1Partner Promotion
Partner may promote the Partner Storefront through its:
- (a)website;
- (b)email communications;
- (c)social media;
- (d)newsletters;
- (e)events;
- (f)publications;
- (g)member or supporter communications; and
- (h)other lawful channels.
9.2PLJ Promotion
PLJ may promote the Partner Storefront as part of PLJ’s network, marketing materials, partner directory, case studies, or similar promotional activities, subject to the branding and publicity provisions of the Agreement.
9.3No Minimum Promotional Commitment
Unless expressly stated in Schedule A or another written agreement, Partner is not required to make a minimum number of promotional communications or generate a minimum volume of sales.
10.STORE OPERATION AND MAINTENANCE
10.1PLJ Operation
PLJ will operate and maintain the commerce infrastructure underlying the Partner Storefront.
PLJ may make technical, security, usability, performance, product-display, and operational changes from time to time.
10.2Availability
PLJ will use commercially reasonable efforts to keep the Partner Storefront available but does not guarantee uninterrupted or error-free operation.
Temporary interruption may occur because of:
- (a)maintenance;
- (b)security issues;
- (c)hosting or infrastructure failures;
- (d)payment-processing interruptions;
- (e)third-party provider outages;
- (f)product or regulatory issues; or
- (g)circumstances beyond PLJ’s reasonable control.
11.CHARITABLE PARTNERS
If Partner is subject to the Charitable Partner Addendum, the Partner Storefront will include any additional disclosures or transactional features reasonably required by PLJ to comply with applicable charitable-promotion or fundraising laws.
Partner will not independently alter, remove, or contradict such disclosures.
12.TERMINATION OF BUILD STOREFRONT
12.1Effect of Agreement Termination
Upon termination of the Agreement or this Build Schedule, PLJ may:
- (a)stop accepting new orders through the Partner Storefront;
- (b)disable or remove the Partner Storefront;
- (c)redirect or retire a PLJ-controlled storefront URL;
- (d)complete, refund, or otherwise administer outstanding orders; and
- (e)retain transaction records as required by law or reasonably necessary for legitimate business purposes.
12.2Partner Materials
Following termination, PLJ will cease new public use of Partner Marks except as reasonably necessary to complete outstanding transactions, maintain legal records, or comply with law.
12.3Customer Relationships
Termination does not require Partner to delete customer information lawfully received before termination except to the extent required by applicable law, the Agreement, Schedule D, or applicable End Customer choices.
13.ORDER OF PRECEDENCE
If this Build Schedule conflicts with the Agreement, this Build Schedule controls only with respect to the specific Build-model operational matter addressed by the conflicting provision.
All other provisions of the Agreement remain in effect.