Pet Life Journey

Schedule C — Enhance Storefront Terms

Technical and operational terms specific to the enhance model.

Forms part ofPartner Agreement

This Schedule C — Enhance Storefront Terms (“Enhance 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 Enhance Schedule have the meanings given in the Agreement.

1.ENHANCE MODEL

1.1Existing Partner Commerce Presence

Under the Enhance model, Partner already operates a website, ecommerce store, online marketplace, customer portal, or other customer-facing digital property (“Partner Existing Store”).

PLJ will add, embed, integrate, link, or otherwise make PLJ Products available through or in connection with the Partner Existing Store.

1.2Separate Commerce Roles

The Parties acknowledge that Partner may independently sell products or services through the Partner Existing Store.

The Parties intend to preserve a clear distinction between:

  1. (a)Partner Products — products or services independently sold by Partner for which Partner or another third party may be the seller or merchant of record; and
  2. (b)PLJ Products — products sold by PLJ for which PLJ is the seller and merchant of record.

The Enhance model does not change the merchant-of-record status of either Party for products independently sold outside the PLJ Program.

2.PLJ PRODUCTS REMAIN PLJ TRANSACTIONS

2.1PLJ as Seller

For every PLJ Product offered through or in connection with the Partner Existing Store:

  1. (a)PLJ is the seller to the End Customer;
  2. (b)PLJ is the merchant of record;
  3. (c)Partner does not purchase or resell the PLJ Product;
  4. (d)Partner does not take title to PLJ inventory; and
  5. (e)Partner receives a Partner Payment for each qualifying Completed Sale.

2.2PLJ-Controlled Checkout

Every PLJ Product purchase must be processed through PLJ-controlled payment and checkout infrastructure.

The integration may be designed to provide a visually cohesive customer experience, but the underlying PLJ Product transaction must remain a PLJ-controlled transaction.

2.3Prohibited Transaction Structure

Unless the Parties expressly amend the Agreement in writing, Partner may not process payment for a PLJ Product through:

  1. (a)Partner’s merchant account;
  2. (b)Partner’s Stripe, Shopify Payments, PayPal, or similar payment account;
  3. (c)a marketplace account under which Partner is the merchant;
  4. (d)Partner’s point-of-sale system; or
  5. (e)another payment arrangement that materially causes Partner to become the seller or merchant of record for the PLJ Product.

3.INTEGRATION METHODS

PLJ may make PLJ Products available through the Partner Existing Store using one or more methods, including:

  1. (a)embedded product components;
  2. (b)embedded storefront modules;
  3. (c)hosted product pages;
  4. (d)linked product pages;
  5. (e)API or application integrations;
  6. (f)embedded checkout components;
  7. (g)subdomains;
  8. (h)redirects;
  9. (i)PLJ-hosted collections branded for Partner; or
  10. (j)other technical methods agreed by the Parties.

The technical integration method does not alter the commercial allocation established in the Agreement.

4.TECHNICAL RESPONSIBILITIES

4.1PLJ Responsibilities

PLJ will be responsible for the PLJ-controlled technology used for:

  1. (a)PLJ Product catalog presentation;
  2. (b)PLJ checkout;
  3. (c)payment processing;
  4. (d)order creation;
  5. (e)transaction records;
  6. (f)applicable customer-service systems;
  7. (g)product availability information controlled by PLJ; and
  8. (h)other PLJ commerce components.

4.2Partner Responsibilities

Partner will provide reasonable cooperation necessary to integrate PLJ functionality with the Partner Existing Store.

Depending on the integration method, Partner’s responsibilities may include:

  1. (a)providing technical access reasonably necessary for installation or configuration;
  2. (b)adding PLJ-provided links, scripts, components, applications, or code;
  3. (c)providing development cooperation;
  4. (d)preserving compatibility with agreed PLJ functionality;
  5. (e)notifying PLJ before material changes to the Partner Existing Store that may affect the integration; and
  6. (f)maintaining the Partner Existing Store and Partner-controlled infrastructure.

4.3Access Credentials

If Partner provides PLJ credentials or administrative access to Partner-controlled systems, PLJ will use such access only as reasonably necessary to provide the Enhance integration and will maintain reasonable safeguards for those credentials.

Partner may revoke access upon termination, subject to reasonable cooperation necessary to disable or remove the integration.

5.CUSTOMER EXPERIENCE AND DISCLOSURES

5.1Cohesive Presentation

The Parties may design the integration so that PLJ Products appear visually consistent with the Partner Existing Store.

5.2Merchant Identification

Notwithstanding any co-branding or visual integration, PLJ may clearly identify itself as the seller or merchant of record wherever reasonably necessary, including:

  1. (a)product pages;
  2. (b)cart or checkout transition points;
  3. (c)checkout;
  4. (d)receipts;
  5. (e)order confirmations;
  6. (f)return and refund terms;
  7. (g)customer-service communications; and
  8. (h)payment-card descriptors.

5.3No Misrepresentation

Partner will not represent that Partner is the seller, manufacturer, merchant of record, or fulfillment provider for PLJ Products.

Partner may accurately describe the PLJ Products as being offered through Partner’s store or in partnership with PLJ.

6.CART AND CHECKOUT STRUCTURE

6.1Separate Checkout Permitted

PLJ may require PLJ Products to use a separate checkout from Partner Products.

6.2Mixed-Cart Functionality

If PLJ develops or approves mixed-cart functionality allowing an End Customer to place PLJ Products and Partner Products into a common user interface, the Parties will separately document the payment, tax, refund, fulfillment, customer-service, and merchant-of-record treatment necessary to preserve the intended legal structure.

Partner may not independently combine PLJ Products into Partner’s existing checkout without PLJ’s written approval.

6.3Checkout Transition

Where a customer is transferred from Partner’s interface to PLJ-controlled checkout, the transition may be branded or otherwise designed to minimize unnecessary friction.

PLJ retains authority over disclosures necessary to accurately identify the seller and transaction terms.

7.PRODUCT CATALOG AND CONTENT

7.1Product Eligibility

PLJ determines which PLJ Products are eligible for inclusion in the Enhance integration.

7.2Partner Selection

PLJ may allow Partner to select from eligible PLJ Products.

PLJ retains final authority concerning:

  1. (a)product eligibility;
  2. (b)product suspension;
  3. (c)product discontinuation;
  4. (d)recalls;
  5. (e)Approved Product Content; and
  6. (f)regulatory or safety-related restrictions.

7.3Partner-Created Pages

If Partner creates its own page, email, social post, article, or other content promoting a PLJ Product, Partner must comply with the Agreement’s restrictions on unauthorized product claims.

8.PRICING

Partner may select the retail price for PLJ Products within pricing parameters established by PLJ.

The fact that PLJ Product pricing is selected or displayed within the Partner Existing Store does not change PLJ’s status as seller and merchant of record.

9.ORDER FULFILLMENT AND CUSTOMER SERVICE

PLJ will arrange fulfillment, shipping, customer service, returns, refunds, replacements, and chargeback administration for PLJ Products.

Partner remains responsible for fulfillment, customer service, returns, refunds, and other obligations relating to Partner Products unless another party is responsible under Partner’s independent arrangements.

9.1Misrouted Inquiries

If an End Customer directs a PLJ Product inquiry to Partner, Partner will reasonably refer or forward the inquiry to PLJ.

If an End Customer directs an inquiry concerning a Partner Product to PLJ, PLJ may refer the customer to Partner.

10.CUSTOMER DATA

PLJ will provide Partner the customer information required under the Agreement and Schedule D — Data Sharing and Privacy.

The use of PLJ-controlled checkout does not eliminate Partner’s contractual right to receive the agreed customer dataset for PLJ Product transactions attributable to Partner.

11.PARTNER PAYMENTS

Completed Sales generated through the Enhance integration will generate Partner Payments under the same rules applicable to other Partner Storefront transactions.

A Partner Payment is not a wholesale margin, resale margin, marketplace commission payable by Partner, or reimbursement.

It is a contractual payment owed by PLJ to Partner under the Agreement.

12.ANALYTICS AND REPORTING

PLJ may provide Partner access to dashboards, reports, or other information relating to PLJ Product performance through the Enhance integration.

Such information may include:

  1. (a)sales;
  2. (b)units sold;
  3. (c)Partner Payments;
  4. (d)refunds;
  5. (e)repeat purchases;
  6. (f)subscriptions;
  7. (g)product performance; and
  8. (h)other relevant commerce metrics.

13.CHANGES TO PARTNER EXISTING STORE

Partner will use commercially reasonable efforts to notify PLJ before making a material technical change to the Partner Existing Store that Partner reasonably knows is likely to:

  1. (a)break the PLJ integration;
  2. (b)prevent PLJ checkout from functioning;
  3. (c)materially alter required seller disclosures;
  4. (d)interfere with customer-data sharing; or
  5. (e)create an inaccurate presentation of PLJ’s role.

PLJ will use commercially reasonable efforts to cooperate with Partner in adapting the integration to planned changes.

14.SECURITY

Each Party is responsible for the security of systems it controls.

Partner is responsible for the security and maintenance of the Partner Existing Store and Partner-controlled credentials, plugins, applications, scripts, and infrastructure.

PLJ is responsible for the security of PLJ-controlled commerce infrastructure, subject to the Agreement and Schedule D.

Neither Party will knowingly introduce malicious code into the other Party’s systems.

15.CHARITABLE PARTNERS

If Partner is subject to the Charitable Partner Addendum, the Enhance integration will include any additional disclosures, transaction mechanics, accounting, or customer-facing information reasonably required to comply with applicable charitable-promotion or fundraising laws.

Partner will not remove, obscure, or contradict PLJ-required charitable disclosures associated with PLJ Products.

16.TERMINATION AND REMOVAL OF INTEGRATION

16.1Termination

Upon termination of the Agreement or this Enhance Schedule, PLJ may stop accepting new PLJ Product orders attributable to Partner.

16.2Removal

The Parties will reasonably cooperate to remove or disable PLJ Product integrations, links, embeds, applications, product feeds, or other PLJ commerce functionality from the Partner Existing Store.

16.3Outstanding Transactions

PLJ may continue to:

  1. (a)fulfill outstanding PLJ Product orders;
  2. (b)process refunds;
  3. (c)administer returns;
  4. (d)handle chargebacks;
  5. (e)provide customer service;
  6. (f)administer subscriptions where legally and contractually appropriate; and
  7. (g)maintain required transaction records.

16.4Recurring Customers

The treatment of existing End Customer subscriptions or automatic-replenishment arrangements following termination will be governed by the Agreement, applicable End Customer terms, and any applicable provisions of Schedule A.

17.NO TRANSFER OF PARTNER STORE

PLJ does not acquire ownership of the Partner Existing Store, Partner’s website, Partner-controlled ecommerce technology, Partner customer systems, or Partner intellectual property by providing Enhance services.

Similarly, Partner does not acquire ownership of PLJ-controlled checkout, software, catalog systems, integrations, source code, or other PLJ technology.

18.ORDER OF PRECEDENCE

If this Enhance Schedule conflicts with the Agreement, this Enhance Schedule controls only with respect to the specific Enhance-model operational matter addressed by the conflicting provision.

All other provisions of the Agreement remain in effect.

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