Partner wishes to promote PCN's GoodPup program, whereby dog owners access dog training via video chat through the GoodPup platform, in exchange for an affiliate payment (the “Promotion”). Accordingly, the Parties accept the terms and conditions as set forth in this Agreement.

1. Term. The term of this Agreement shall commence on the date of form submission on the PCN website (“Effective Date”) and shall continue until terminated pursuant to Section 6 below (the “Term”).


2. Promotion.
   
   
   • For Partner clients (each, a “Client”) who register and pay via Partner's Tracking Link (to be provided by PCN), PCN will provide a discount to the Client and an Affiliate Payment to the Partner.
   • Discount to the Client = 10% off for life for all GoodPup Training.
   • Affiliate Payment to Partner = $40 per Client that converts into a paying GoodPup subscriber
   • PCN Licensed Properties: The GoodPup name, logo, marks, in the forms provided by PCN to Partner, and any other materials provided by PCN to Partner for the Promotion.
   • Partner Licensed Properties: The Partner name, logo, marks, in the forms provided by Partner to PCN, and any other materials provided by Partner to PCN for the Promotion.


3. License Grant. Subject to the terms and conditions of this Agreement, each Party (“Licensor”) grants to the other Party (“Licensee”) the limited, non-exclusive, revocable right and permission to use its respective Licensed Properties, in the form provided by Licensor, for the Promotion during the Promotion, and within the Territory. Partner further grants to PCN a limited, non-exclusive, revocable right and permission to use Partner's respective Licensed Properties in mutually-agreed advertising materials created by PCN for the Promotion. No right, title, or interest, except the license granted pursuant to this Section, is transferred from Licensor to Licensee by this Agreement. Any goodwill arising from Licensee's use of Licensor's Licensed Properties hereunder inures solely to the benefit of the Licensor.


4. Payments and Payment Schedule. On or before the 5th work weekday of each calendar month, PCN shall provide Partner with an accounting of all Affiliate Payments earned in the prior calendar month (“Report”). Partner agrees to accept PCN's Reports as the controlling measure. Payment Terms will be 60 days after the Report is provided by PCN.


5. Expenses; Taxes. The Parties are responsible for their own expenses for administering the Program, except as outlined herein. Each Party is solely responsible for paying all taxes, levies and assessments imposed on such Party arising out of this Agreement, excluding any tax based on the other Party's net income.


6. Termination. Either Party may terminate this Agreement, with or without cause, on 30-day prior written notice to the other Party. In the event of termination prior to the end of the Term, any Affiliate Payments earned by the Partner during the Term, and due to Partner following the termination effective date, shall be paid in the monthly cycle as outlined above. In addition, PCN may terminate this Agreement immediately upon written notice to Partner if any of the Partner's products or services associated with the Promotion become the subject of adverse publicity, including but without limitation, due to the Partner's criminal acts or its services being subject to false advertising claims, which, in the reasonable judgment of PCN, is or may be detrimental to the intended purpose of this Promotion. Upon termination or upon the other Party's request, each Party shall promptly dispose of or return any Confidential Information or Licensed Properties, as elected by the non-defaulting Party. The Parties agree that, in the event of any early termination that occurs during the Promotion, the Parties shall each remain responsible hereunder for performing their respective obligations to consumers which have accrued in connection with the Promotion prior to such termination.


7. Representations and Warranties. Each Party represents and warrants to the other that: (i) such Party has the full power and authority to enter into this Agreement and perform the obligations herein; (ii) the execution and performance of this Agreement does and will not violate any third party rights or the terms of any agreement with any third party; (iii) such Party will perform this Agreement in a professional manner, consistent with industry standards and in compliance with all applicable laws, rules and regulations; (iv) such Party's Licensed Properties will not infringe any copyright, trademark, patent, right of publicity or privacy or other right of any third Party.


8. Confidentiality. All information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in relation to this Agreement that Disclosing Party designates as “confidential” or that, based on the nature of the information or circumstances surrounding its disclosure, Receiving Party should in good faith treat as confidential, will be deemed “Confidential Information”. Confidential Information may include, without limitation, new products, commercial plans, financial or pricing information, marketing data, know-how and ideas. Neither Party will use or disclose, other than for the performance of this Agreement and in accordance with the terms of this Section, to any third party any Confidential Information of the other Party; provided, however, that this restriction will not apply to any Confidential Information that: (a) is or becomes generally available to the public, not due to any fault of Receiving Party, (b) Receiving Party can demonstrate is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information, or (c) Receiving Party reasonably believes it has received rightfully from a third party without a duty of confidentiality. Should Receiving Party be requested to disclose Disclosing Party's Confidential Information by a lawful judicial or governmental order or other legal compulsion, Receiving Party will immediately notify Disclosing Party to permit Disclosing Party to defend against any such order or compulsion, and Receiving Party will assist in such defense, at Disclosing Party's expense, to the extent permitted by law. If Receiving Party is thereafter required to disclose Confidential Information of Disclosing Party, the Parties will agree to a mutually satisfactory means to disclose such Confidential Information as necessary to comply with the applicable order. Should Receiving Party be required under this Agreement to disclose Confidential Information of Disclosing Party to third parties (other than disclosures by lawful, judicial or governmental order or other legal compulsion), Receiving Party will ensure that such third parties accept and abide by these duties of confidentiality and nondisclosure with respect to Confidential Information. Notwithstanding any of the foregoing, nothing in this Agreement shall restrict PCN or its corporate affiliates from disclosing Confidential Information: (i) to the extent required by any government agency, regulatory authority or stock exchange with regulatory or oversight jurisdiction over PCN or its corporate affiliates; or (ii) in the course of fulfilling any of the regulatory responsibilities of PCN or its corporate affiliates, including the disclosure requirements of the Securities and Exchange Commission or the securities exchange or other stock market on which PCN's corporate affiliates' securities are traded.


9. Indemnification. To the extent permitted by applicable law, each Party agrees to defend, indemnify and hold the other Party and its affiliates, subsidiaries and their respective directors, officers, employees, and agents harmless from and against any and all third party claims, demands, causes of action and judgments, and ensuing losses, damages, and expenses (including reasonable attorneys' fees), arising out of (i) the indemnifying Party's breach of the terms of this Agreement; (ii) the use of the indemnifying Party's products or services (including but not limited to claims for personal injury or death); and (iii) any other matter otherwise relating to the Promotion arising from the wrongful act or omission of the indemnifying Party; provided, however, that the indemnified Party must give written notice to the indemnifying Party within a reasonable period of time after notification of each such claim, demand, cause of action or judgment, and assist and cooperate in the claim's defense. The Indemnifying Party shall have the right to control the defense in any such action, except that it may not settle any such action without the Indemnified Party's prior written approval, which shall not be unreasonably withheld.


10. Insurance. During the Term of this Agreement, the Parties shall procure and maintain insurance sufficient to cover its obligations hereunder, which shall at a minimum include general liability insurance with an aggregate limit of at least two million dollars ($2,000,000) and a per claim limit of at least one million dollars ($1,000,000). At the other Party's request, each Party shall provide a certificate of insurance.


11. Non-disparagement. Unless required to do so by law, each Party agrees not to make any verbal or written statements to any third party (including, without limitation, any client or potential client of the other party) that would, or is reasonably likely to, disparage, create a negative impression of, or in any way be harmful to the other party.


12. imitation of Liability. Except with respect to amounts arising from Section 8, neither Party shall be liable to the other Party for any punitive, exemplary, indirect, special, incidental, or consequential damages of any kind (including loss of revenue, income or profits, loss or diminution of value of assets or securities, or damages for business interruption or loss of use or data) arising out of or relating to this Agreement or any breach hereof (regardless of the form of action, whether based in contract, tort (including simple negligence), strict product liability or any other legal or equitable theory), even if such Party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable.


13. Complaints. Each Party shall be responsible for responding to and handling any consumer complaints which may arise from the Promotion related to such Party's brand, products, and/or services. The Parties agree to keep one another reasonably apprised of any such complaints and re-direct them as necessary.


14. Miscellaneous. The Parties agree that each is acting as an independent contractor with respect to the other and that neither Party shall represent itself as an agent or partner of the other for any purpose whatsoever. Neither Party shall have the right to create or assume any obligation of any kind, express or implied, for or on behalf of the other in any way whatsoever. This Agreement shall not create or be deemed to create any agency, partnership or joint venture between the Parties .Partner shall not directly or indirectly assign, transfer, sublicense or delegate any of its rights or obligations hereunder, without the prior written consent of PCN. Partner will notify PCN within 30 days after Partner experiences a change of control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction). All notices under this Agreement shall be deemed to have been duly given three days after the mailing of such notice, post-paid, by certified mail, return receipt requested, or upon email transmission (unless a notice of non-delivery is received), to the mailing and email addresses set forth below; provided all legal notices to PCN shall be copied to legal@rover.com. No provision hereof may be modified, waived or discharged unless such waiver, modification or discharge shall be agreed to in writing and signed by Partner and PCN. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision hereof to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement, including any attachments or exhibits hereto, sets forth the entire understanding between the Parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth herein. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. The laws of the Commonwealth of Massachusetts shall govern the validity, interpretation, construction and performance of this Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

The Parties hereby have executed this Agreement as of the Effective Date.