This Partner Referral Schedule sets out the referral fees payable by PAWFRED Inc. (“PawFred”) to a Partner in respect of Network Contacts introduced by that Partner. It is referenced in Section 13.14 of the PawFred Preferred Partner Agreement (“Agreement") (pawfred.com/legal/ppa), and forms part of that Agreement.

Capitalized terms used but not defined in this Referral Schedule have the meanings assigned to them in the Agreement.

The referral fee is equal to the sum of (a) twenty percent (20%) of the portion of Net Animal Community Membership Revenue retained by PawFred after allocation of the applicable Owner's share and (b) twenty percent (20%) of the portion of Net Sponsorship Revenue retained by PawFred after allocation of the applicable Owner's share, in each case from each Introduced Property and payable for twenty-four (24) months from that property's Go-Live Date.  

1. Definitions

“Go-Live Date” means, for an Introduced Property, the date on which the first Resident of that property completes enrollment in the Platform.

“Introduced Property” means a Covered Property owned or managed by a Registered Contact that is deployed on the Platform pursuant to an agreement executed within the Registration Window.

“PawFred Net Share” means, for an Introduced Property, the aggregate of (a) Net Animal Community Membership Revenue less the share of that revenue allocated to the applicable Owner and (b) Net Sponsorship Revenue less the share of that revenue allocated to the applicable Owner. For clarity, the referral fee is calculated on PawFred's retained share only and does not reduce any Owner's revenue share.

“Registered Contact” means a Network Contact that Partner has registered, and PawFred has confirmed, in accordance with Section 3.

“Registration Window” means the twelve (12) month period beginning on the date PawFred confirms a Registered Contact under Section 3.2.

2. Referral Fee

2.1. Rate.

PawFred will pay Partner a referral fee equal to the sum of (a) twenty percent (20%) of PawFred's retained share of Net Animal Community Membership Revenue and (b) twenty percent (20%) of PawFred's retained share of Net Sponsorship Revenue, in each case from each Introduced Property.

2.2. Duration.

The referral fee is payable for twenty-four (24) months from the Go-Live Date of each Introduced Property, calculated separately per property. No referral fee accrues after that period, and no referral fee is payable on any renewal, extension, or expansion of the underlying agreement occurring after that period.

2.3. Scope.

The referral fee applies to Animal Community Membership Revenue and Sponsorship Revenue only. No referral fee is payable on pet rent, pet deposits, Infrastructure Layer revenue, or any other amount. Anything not expressly included in this Section 2.3 is excluded from PawFred's referral fee obligations.

2.4. Payment.

Referral fees are calculated quarterly in arrears and paid within thirty (30) days of the end of each calendar quarter, to the payout account designated by Partner under Section 5.6 of the Agreement. PawFred will provide a statement identifying each Introduced Property, the applicable period, PawFred Net Share, and the fee calculated.

2.5. Rate in effect.

The rate applicable to a Registered Contact is the rate set out in the version of this Schedule in effect on the date PawFred confirms that contact under Section 3.2. Subsequent changes to this Schedule do not affect referral fees already accruing.

3. Deal Registration

3.1. Registration required.

A referral fee is payable only in respect of a Registered Contact. To register, Partner submits the contact’s legal entity name, primary contact name and email, and approximate portfolio size to PawFred in writing at hello@pawfred.com, before Partner’s first substantive contact with that party regarding the Platform.

3.2. Confirmation.

PawFred will confirm or decline each registration in writing within ten (10) business days. PawFred will decline a registration where, as at the date of submission, the contact is an existing PawFred customer, is an active opportunity in PawFred’s pipeline, or has been registered by another partner and that registration remains open. A declined registration does not restrict Partner from making the introduction; it means no referral fee is payable in respect of that contact.

3.3. Registration Window.

A referral fee is payable only where the Registered Contact executes an agreement with PawFred within the Registration Window. Partner may re-register a contact after the Registration Window expires, subject to Section 3.2.

3.4. Exclusions.

No referral fee is payable in respect of:

• pet rent, pet deposits, or any other amounts belonging or payable to the applicable Owner under the Agreement;

• a property owned or managed by Partner or any of its affiliates;

• a contact introduced to PawFred by a third party before Partner’s registration;

• a property enrolled through the Property Manager self-service channel under Section 2.6 of the Agreement, unless that property is subsequently the subject of a Property Authorization Form executed by a Registered Contact within the Registration Window; or

• any agreement executed after termination or expiry of Partner’s Partner Order Form.

4. Illustrative Amounts

The following illustrates referral fees at the current rate, assuming approximately 50% pet penetration, an Animal Community Membership fee of $120 per animal per year, and an even split of Net Animal Community Membership Revenue with the Owner.

Solely for purposes of the following example, Net Animal Community Membership Revenue is estimated at eighty percent (80%) of gross Animal Community Membership Revenue. This illustrative estimate assumes aggregate deductions of twenty percent (20%) for applicable taxes, payment-processing fees, NFC tag-related costs, and other deductions permitted under the Agreement. Actual Net Animal Community Membership Revenue and referral fees will be determined using the amounts actually collected and deducted under the Agreement. These figures are illustrative only and are not a representation, warranty, or guarantee of results.