VRS Services Agreement

• "Cost of Goods" - The wholesale cost of the VRS Products sold by VRS either to the VRS Partner, or to the clients and customers of the VRS Partner, by VRS, on behalf of the VRS Partner.
• "Effective Date" - The later of: (i) May 1, 2016; (ii) another date VRS notifies VRS Partners that these Terms and Conditions will become effective; or (iii) the date these Terms and Conditions are agreed to by the VRS Partner.
• "Retained Revenue" - The difference between the total revenue from the sale of VRS Products by VRS on behalf of the VRS Partner, to clients and customers of a VRS Partner, and the combined Cost of Goods and VRS Services Fee charged by VRS.
• "VRS" - Veterinarian Recommended Solutions, LLC.
• "VRS Partner" - A licensed veterinarian or a corporation that owns a veterinary practice(s), clinic(s), or hospital(s), and who accepts these Terms and Conditions.
• "VRS Partner Account" - An account maintained by VRS in the name of each VRS Partner, to which all revenues from sales of VRS Products, to clients and customers of the VRS Partner, by VRS on behalf of the VRS Partner, will be credited.
• "VRS Products" - High quality uniquely formulated veterinary care products manufactured or distributed by VRS, designed to enhance the health and well being of VRS Partners' patients.
• "VRS Services Fee" - A fee for the administrative and logistical services VRS provides to the VRS Partner, and/or to the VRS Partner's clients and customers on behalf of the VRS Partner, in support of the sale of VRS Products.
• "You" and "Your" - Refers to the VRS Partner and/or the practice, clinic, or hospital owned and operated by the VRS Partner.

• Under these Terms and Conditions, as of the Effective Date, You will be the retail seller of VRS Products to clients and customers. VRS will support this process by selling VRS Products to You on a wholesale basis, and/or to Your clients and customers as a fulfillment agent on Your behalf.
• VRS will help You in the business of selling VRS Products, and will support You by doing the following:Relieve You of the need to order, maintain, and store inventory (other than for Your own stock of VRS Products);Charge Your clients and customers for VRS Products ordered through VRS, and collect payments for those VRS Products on Your behalf;Take care of shipping VRS Products, ordered through VRS, directly to Your clients and customers, and if the auto-ship option is selected, shipping charges will be waived;Maintain a staff of highly trained Pet Health Coaches who are: (i) available to take orders for VRS Products upon Your recommendation; (ii) answer any questions regarding the use of the recommended VRS Products; and (iii) follow-up if auto-ship orders are cancelled to determine the reason for cancellation.; andProvide You with reports and on-line access to relevant information concerning Your VRS Partner Account, and the status of compliance with Your recommendations by Your clients and customers.
• As of the Effective Date, the revenue from all sales of VRS Products to Your clients and customers will be Your revenue. VRS will bill and collect for all VRS Products sold to Your clients and customers, not including VRS Products sold to Your clients and customers directly by You out of Your stock, and will report those revenues to You.
• VRS will also report the following to You:The Cost of Goods sold directly to You;The Cost of Goods sold to Your clients and customers by VRS on Your behalf; andThe VRS Services Fee relating to the sale of VRS Products by VRS to Your clients and customers.
• The wholesale costs for VRS Products will be available, either on the private VRS web site established for VRS Partners, or by request to your Senior Business Associate. These costs are subject to change from time to time by VRS.
• The VRS Services Fee schedule will be available, either on the private VRS web site established for VRS Partners, or by request to your Senior Business Advisor. The VRS Services Fee is subject to change from time to time by VRS.
• From the revenues collected by VRS from the sales of VRS Products to Your clients and customers, VRS will periodically debit the Cost of Goods and the VRS Services Fee. VRS will then credit Your VRS Partner Account for all Retained Revenues.
• You may receive Your Retained Revenues at any time by clicking the indicated button on Your VRS Partner Account's home page on the VRS website.
• You are encouraged to order and maintain a small inventory of VRS Products for Your own stock, although You are free to do so or not, at Your discretion. For VRS Products purchased by You for Your own stock, VRS will charge the wholesale price, which is subject to change from time to time. You may use or sell Your own stock of VRS Products to Your clients and customers as You wish, provided, however, that any sales of VRS Products must be at the recommended retail price for the VRS Product.VRS suggests that You may want to sell or give the first item of recommended VRS Products to Your clients or customers, to get the patient started on the product until the recommendation information is given to VRS and VRS is able to start the customer on an auto-ship program.
• You may be asked to take certain additional steps necessary to enable VRS to provide its services. For example, You may need to allow the installation of software on Your computer systems to provide a link between your office systems and VRS. You may also need to set up an Internet Merchant Account (IMA) to facilitate billing and collection for VRS Products in Your name. For each of these steps You will be given a separate explanation of the needed action on Your part, and You will have the opportunity to agree or disagree. Of course, if You don't agree to a step that is necessary for VRS to operate under the new business model and provide all of the services it provides to its VRS Partners, then that could cause VRS to have to close Your VRS Partner Account and terminate your status as a VRS Partner.In connection with any installation of software on Your computer systems, to provide a link between Your office systems and VRS, VRS agrees that at all times it shall keep Your information, and any information pertaining to Your clients, customers, and patients, confidential and shall use such information only for the limited purposes set forth in these Terms and Conditions.
• You may be responsible for the payment of local or state sales or other taxes in connection with Your sale of VRS Products, through VRS, to Your clients and customers. VRS will collect state, local and sales tax, as applicable, in connection with the sale of VRS Products, through VRS, to Your clients and customers, and will pass all such amounts on to You for payment to the appropriate taxing authorities. VRS will give You the information You will need to file any needed sales or other tax returns with the applicable local and state taxing authorities. VRS will not, however, be responsible for the filing of any such local or state sales tax returns.
• After the Effective Date, VRS will make payments to You of the net revenues attributable to the sale of VRS Products to their clients and customers. (i.e., the remainder once the Cost of Goods and the VRS Services Fees are subtracted from the total revenues).

VRS will keep confidential all information provided by You, or by Your clients and customers. VRS will protect the privacy and security of VRS Partner’s Data according to all applicable laws and regulations, by commercially-acceptable standards, and no less rigorously than it protects its own confidential information. Specifically, VRS will implement, maintain, and use appropriate administrative, technical, and physical security measures to preserve the confidentially and integrity of, and limit the availability all VRS Partner Data. VRS will not sell or otherwise transfer the VRS Partner's Data to a third party. VRS will not use such information for any purposes other than the following:

• To follow-up with Your clients or customers on recommendations for VRS Products made by You;
• To obtain payment for VRS Products;
• To monitor and improve patient compliance with Your recommendations for VRS Products;
• To reach out to current or past customers regarding cancelled or not renewed orders, or to make them aware of new or other products that may be of interest;
• To reach out to current or past customers for the purpose of gathering information about their experience with VRS Products; and
• For bona fide quality control, safety, and similar compliance-related purposes.

• To ensure fairness to all VRS Partners and their clients and customers, VRS will provide suggested retail prices for all VRS Products. You agree to sell VRS Products only at the suggested retail prices, unless such products are given to Your clients or customers free of charge by You from Your stock.
• VRS may, from time to time, change the suggested retail price for any VRS Product. If this occurs, VRS will notify You of the new suggested retail prices.

All VRS materials, logos, distinctive designs, packaging, etc. belong to VRS and may be used by You only with permission, and only as long as You maintain Your status as a VRS Partner in good standing.

• VRS has the right to change its products and services at any time.
• VRS has the right to change these Terms and Conditions at any time upon notice to You. If this occurs, You may signify Your acceptance of the new Terms and Conditions by either: (i) clicking the designated box when logging-in to Your VRS Partner Account; (ii) continuing to place orders for VRS Products from VRS; or (iii) by making new recommendations of VRS Products to Your clients or customers.

Acceptance of these Terms and Conditions supersedes all prior agreements between You and VRS regarding the sale of VRS Products.

This section applies to You only if You were a party to an agreement with VRS concerning the sale of VRS Products to your clients and customers prior to the Effective Date.

• As of the Effective Date, VRS will conduct all sales of VRS Products only subject to these Terms and Conditions, and any prior agreements with You relative to the sale of VRS Products shall be null and void. This means that, as of the Effective Date, VRS will cease payment of all marketing and related fees to You under any agreement that was in effect prior to the Effective Date. If You recommended VRS products to your clients and customers prior to the Effective Date, and received marketing fees or other payments from VRS in connection with those recommendations, all such payments will cease and will no longer accrue, as of the Effective Date.
• Beginning on the Effective Date, VRS will process all sales of VRS Products to Your clients or customers under these Terms and Conditions.