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PET-AG, INC. AUTHORIZED ONLINE SELLER APPLICATION

Applicant’s Information

1. Applicant’s Legal Name:

2. DBA/Trade Name(s):

3. Primary Contact:

4. Title:

5. Secondary Contact

6. Title:

7. Applicant Physical Address:

8. Applicant Mailing Address (if different from

Physical Address):

9. Telephone:

10. Fax:

11. Email:

12. Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship

13. State of Incorporation:

14. Year Incorporated:

15. DUNS:

16. EIN:

17. Resale Certificate Number:

18. Resale Certificate Issuing State:

19. Please identify all source(s) of the Pet-Ag, Inc. products you are selling or intend to sell.

☐ Purchase directly from Pet-Ag, Inc. (Account Number _________________)

☐ Purchase from Distributor(s) (list below)

☐ Other (describe below)

20. Do you store or intend to store your inventory of Pet-Ag, Inc. products at a location other than the

Applicant Physical Address identified above? ☐ Yes ☐ No

If yes, please provide the address for all locations where such inventory is stored or will be stored:

21. Do you use any third-party fulfillment service to store inventory or fulfill orders of Pet-Ag, Inc.

products? ☐ Yes ☐ No

If yes, please identify the name of the fulfillment service and describe the services provided:

22. Has the Applicant ever been a debtor in any bankruptcy, receivership, or other insolvency

proceeding? ☐ Yes ☐ No

Pet-Ag, Inc. Authorized Online Seller Application 2

23. Has any company in which any of the Applicant’s principals hold an ownership interest ever been a

debtor in any bankruptcy, receivership, or other insolvency proceeding? ☐ Yes ☐ No

24. Are there any pending lawsuits involving the Applicant? ☐ Yes ☐ No

If you checked “Yes” in box 22, 23, or 24, please attach additional sheet(s) explaining these matters in

detail.

Application for Website Approval

Requested Websites: Please identify all websites or mobile applications

through which you wish to sell Pet-Ag, Inc. products (one per line, exact

spelling required).

Example: www.ABCStoreName.com

Example: Amazon.com / Storefront name “ABC Store”/ Merchant ID

Pet-Ag, Inc. Use Only

☐ Approved ☐

Declined

☐ Approved ☐

Declined

☐ Approved ☐

Declined

☐ Approved ☐

Declined

☐ Approved ☐

Declined

☐ Approved ☐

Declined

☐ Approved ☐

Declined

☐ Approved ☐

Declined

☐ Approved ☐

Declined

10.

☐ Approved ☐

Declined

By submitting this Pet-Ag, Inc. Authorized Online Seller Application (the “Application”), Applicant

acknowledges that authorization to sell on the Requested Websites is only granted once both

Applicant and Pet-Ag, Inc. (“Pet-Ag”) have executed the attached Pet-Ag, Inc. Authorized Online

Seller Agreement.

Submitting this Application does not authorize Applicant to sell Pet-Ag products on the Requested

Websites, and Pet-Ag has no obligation to accept Applicant’s request to sell Pet-Ag products on

any or all of the Requested Websites.

If Applicant is approved to sell Pet-Ag products on any or all of the Requested Websites, Applicant

agrees that it will abide by the terms in the Pet-Ag, Inc. Authorized Online Seller Agreement with

respect to any approved websites. Applicant indicates such agreement by signing the Pet-Ag, Inc.

Authorized Online Seller Agreement below.

Every Animal. Every Day.

PET-AG, INC. AUTHORIZED ONLINE SELLER AGREEMENT

This Pet-Ag, Inc. Authorized Online Seller Agreement (the “Agreement”) is hereby entered into by and

between Pet-Ag, Inc. (“Pet-Ag”) and the undersigned Seller (“Seller” or “you”) (collectively, the “Parties” and

individually, a “Party”). The “Effective Date” of this Agreement is the date this Agreement is accepted by

Pet-Ag after being agreed to by you.

1. Modification of the Terms. By entering into this Agreement, Seller affirms its agreement to adhere

to the terms in the currently effective Pet-Ag, Inc. Authorized Retailer Policy, Pet-Ag, Inc. Authorized

Distributor Policy, or Pet-Ag, Inc. Authorized Reseller Policy, as applicable to Seller (the “Terms”). This

Agreement supplements, amends, and is deemed incorporated into the Terms. Except as supplemented

or amended pursuant to the terms and conditions in this Agreement, the Terms remain unchanged and in

full force and effect as written. Unless otherwise defined herein, capitalized terms shall have the same

meanings ascribed to them in the Terms.

2. Authorization of Online Sales. Other than websites that may be defined in the Terms as

“Permissible Public Websites,” the Terms prohibit the sale of the Products on any website, online

marketplace, mobile application, or other online forum without Pet-Ag’s prior written consent. Execution by

Pet-Ag of this Agreement constitutes Pet-Ag’s consent, and the various provisions in the Terms pertaining

to such prohibition are deemed amended in order to effectuate such approval. Subject to and to the extent

provided by the terms and conditions herein, including the Online Sales Guidelines attached hereto as

Exhibit A, Seller may market for sale and sell Products solely at the website(s) and/or mobile application(s)

identified as approved by Pet-Ag in the Application for Website Approval above or designated as

Permissible Public Websites in the Terms (collectively, the “Authorized Websites”). Seller shall not market

for sale or sell Products on or through any other website, online marketplace, mobile application, or other

online forum.

3. Intellectual Property. The license granted to Seller in the Terms to use the Pet-Ag IP is hereby

amended to authorize use of the Pet-Ag IP on the Authorized Websites, subject to the additional quality

controls contained herein. Seller acknowledges that it owns no right, title, or interest in any of the Pet-Ag

IP except as granted in the Terms or herein. Seller’s license to use the Pet-Ag IP on the Authorized

Websites shall be revoked immediately upon termination of this Agreement.

4. Termination. Pet-Ag, in its sole and absolute discretion, may terminate its approval for Seller to

market and sell Products at one or all of the Authorized Websites, and Seller must cease all such marketing

and sales immediately on the applicable Authorized Website(s) upon receiving notice of such termination.

Upon termination of approval to market and sell Products at one or more Authorized Websites, Seller’s

authorization to use Pet-Ag IP on such websites shall be revoked. Pet-Ag may terminate this Agreement

with written notice at any time. On termination of Seller’s status as an Authorized Distributor, Authorized

Reseller or Authorized Retailer pursuant to the Terms, this Agreement shall terminate automatically, and

Seller shall immediately cease all marketing and sales of Products on the Authorized Websites.

5. Availability of Injunctive Relief. If there is a breach or threatened breach of the Terms or Sections

2 (Authorization of Online Sales), 3 (Intellectual Property), or 4 (Termination) of this Agreement, it is agreed

and understood that Pet-Ag will have no adequate remedy in money or other damages and accordingly

shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this

Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in

the event of a breach or threatened breach of this Agreement. No failure, refusal, neglect, delay, waiver,

forbearance, or omission by Pet-Ag to exercise any right(s) herein or to insist upon full compliance by Seller

with Seller’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Pet-Ag’s

right to fully enforce any or all provisions and parts thereof.

Pet-Ag, Inc. Authorized Online Seller Agreement 2

6. Indemnification. Except as otherwise provided herein, Seller shall, and hereby does, indemnify,

defend, save and hold harmless Pet-Ag, and its directors, officers, employees, shareholders, members,

partners, counsel, auditors, accountants, agents, advisors and all other representatives and each of the

heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses,

liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings,

bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages,

judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown

of any kind to the extent they are caused by, arise from, or are incurred in connection with (a) any breach

of, or failure to perform, any term, covenant or condition in the Agreement by Seller, or (b) the negligence

or willful misconduct of Seller or its officers, employees, agents or contractors.

7. Miscellaneous.

(a) Modification. Pet-Ag reserves the right to update, amend, or modify this Agreement upon

written notice to Seller. Unless otherwise provided, such amendments will take effect immediately, and

Seller’s continued use, advertising, offering for sale, or sale of the Products on the Authorized Websites

following notice of the amendments will be deemed Seller’s acceptance of the amendments.

(b) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a

waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall

it constitute a course of dealing and no waiver shall be effective unless made in writing.

provisions shall remain valid.

(d) Assignment. This Agreement may not be assigned or transferred by Seller without the

prior, written consent of Pet-Ag. Pet-Ag is entitled to assign this Agreement, in whole or in part, without

Seller’s consent to any Pet-Ag-affiliated company or to any entity to which Pet-Ag sells, transfers, conveys,

assigns, or leases all or substantially all of its rights and assets with respect to the development, production,

marketing, or sale of the Products. This Agreement is intended for the benefit of the Parties and their

permitted assigns, and no other person will be entitled to rely upon this Agreement or be entitled to any

benefits under this Agreement.

(e) Entire Agreement. This Agreement, the Terms and their attachments, constitute the

entire agreement between the Parties regarding the contemplated transactions and supersedes all prior

agreements and understandings between the Parties relating to the sale of the Products online.

(f) Construction. The descriptive headings and sections of this Agreement are inserted for

convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting

or construing the same will not apply a presumption that the terms hereof will be more strictly construed

against one Party by reason of the rule of construction that a document is to be construed more strictly

against the Party who itself or through its agent prepared the same, it being agreed that all Parties, directly

or through their agents, have participated in the preparation or negotiation hereof.

(g) Counterparts. This Agreement may be executed in any number of counterparts, each of

which shall be an original, but all of which together shall constitute one instrument.

(h) Governing Law. The terms of this Agreement and any dispute arising under it shall be

governed by, construed, and enforced in accordance with the laws of Delaware, without regard to its choice

of law rules.

(i) Confidentiality. This Agreement, and its attachments, if any, constitute confidential,

proprietary information of Pet-Ag and shall not be used for any purpose other than the authorized

Pet-Ag, Inc. Authorized Online Seller Agreement 3

advertising and sale of the Products nor disclosed to any third party without the prior written consent of Pet-

Ag.

(j) Survival. The following provisions shall survive the termination of this Agreement: Section

3 (Intellectual Property); Section 6 (Indemnification); Section 7(h) (Governing Law); Section 7(i)

(Confidentiality); Section 7(j) (Survival).

(k) Dispute Resolution. In the event of a dispute over the terms or performance under this

Agreement, the Parties may file suit in any court of competent jurisdiction. In the event of a breach or

threatened breach of this Agreement by Seller, Seller is responsible for Pet-Ag’s attorneys’ fees and costs

associated with any lawsuit or other action necessary to obtain appropriate relief.

(l) Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY

JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,

TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE

TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE

NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES

ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING

OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY AND WITH THE BENEFIT OF

ADVICE OF COUNSEL OF ITS CHOOSING.

The Parties have caused this Pet-Ag, Inc. Authorized Online Seller Agreement to be executed in their

respective names by their duly authorized representatives.

Pet-Ag, Inc.,

a Delaware corporation

Seller: ________________________________

By: ___________________________________

Name:

_________________________________

Name: ________________________________

Title: __________________________________

Title: _________________________________

Signature Date: _________________________

Please submit this application to brandsupport@petag.com.

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EXHIBIT A

PET-AG, INC. ONLINE SALES GUIDELINES

1. The Authorized Websites must be confined to the specific approved domain name(s) and/or screen

name(s) or storefront name(s). The Authorized Websites must not give the appearance that they are

operated by Pet-Ag or any third party.

2. Anonymous sales are prohibited. Seller’s full legal name or registered fictitious name, mailing

address, email address, and telephone contact must be stated conspicuously on the Authorized Websites

and must be included with any shipment of Products from the Authorized Websites or in an order

confirmation email delivered at the time of purchase.

3. At Pet-Ag’s request, Seller will reasonably cooperate in demonstrating and/or providing access to,

and copies of, all web pages that comprise the Authorized Websites.

4. The Authorized Websites shall have a mechanism for receiving customer feedback, and Seller

shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner.

Seller agrees to provide copies of any information related to customer feedback (including any responses

to customers) to Pet-Ag for review upon request. Seller agrees to cooperate with Pet-Ag in the investigation

of any negative online review associated with Seller’s sale of the Products and to use reasonable efforts to

assist in resolving such reviews. Seller shall maintain all records related to customer feedback for a period

of five (5) years following the creation or submission of such a record, to the extent legally permitted.

Nothing in this paragraph shall be construed to require Seller to disclose identifying information about its

customers to Pet-Ag.

5. The Authorized Websites shall be in compliance with all applicable privacy, accessibility, and data

security laws, regulations and industry standards.

6. Seller shall be responsible for any applicable taxes associated with the purchases of Products

through the Authorized Websites and any returns of Products per Pet-Ag’s Terms and Conditions.

7. Unless separately authorized in writing by Pet-Ag, Seller shall not use any third party fulfillment

service to store inventory or fulfill orders for the Products. Under no circumstances shall Seller fulfill orders

in any way that results in the shipped Product coming from stock other than Seller’s.

8. In marketing the Products on the Authorized Websites, Seller shall only use images of Products

either supplied by or authorized by Pet-Ag and shall keep all Product images and descriptions up to date.

Seller shall not advertise Products not carried in inventory. All questions and image approvals should be

directed to brandsupport@petag.com.

9. Pet-Ag reserves the right to require Seller to adhere and agree to additional terms relating to the

quality and sale of Products through the Authorized Websites.

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