PET SHEPHERD, NC RECOVERY SERVICES AGREEMENT

This Recovery Services Agreement ("Agreement") sets forth the terms and 

conditions that apply to your participation in our recovery program.

 Pet Shepherd, NC is referred to in this Agreement as "PSNC", "we" or "us".  

You may be referred to herein as "Participant", “entity”, or "you". 

Each of PSNC and Participant may be referred to as 

"Party" or collectively as the "Parties".

BACKGROUND

A. PSNC provides certain services and sells certain products via the Internet 

through websites owned and operated by PSNC including but not limited to websites 

located at www.petshepherdnc.com, (each a "PSNC Site" and collectively "PSNC Sites").

B. Participant is enrolled in the PSNC Network for as long as the dues are current 

and up-to-date. 

C. Participant desires to enter into a pet recovery services program provided 

by PSNC in accordance with the terms and conditions of this Agreement.

THE IDENTIFICATION AND RECOVERY PROGRAM

To enroll as a Participant, you must purchase one of our established recovery 

plan and be registered in our private database in good standings with your 

current plan fees or dues up-to-date. You can be enrolled under your own 

volition or through a Pet Adoption Rescue, Shelter, and Network or otherwise. 

We will continually evaluate your application for correctness and to ensure “you” are 

current with your plan dues and/or fees. We will also notify you for renewals 

as the time nears. We may reject your application for further services if we 

determine, in our sole discretion, that you are not current with your plan dues 

or if you deny giving us a means to contact you in the event  your pet strays, 

contact information includes, but not limited to Home phone, Cell, e-mail address, 

etc. Furthermore, you may also be denied further service should you recluse 

yourself from our attempts to contact you without a response in a reasonable

amount of time. All current plans are available on our site under PLANS & PRICING

except for the LIFE plan below, which will soon or is now be available.

THE LIFE PLAN.

By purchasing our LIFE Plan you agree to be bound by the following terms:  

A. The established LIFE price will cover your dog for its entire life without
the need to renew the plan yearly or otherwise.

B. Should your dog lose its tag, the replacement tag price will remain in effect.

C. Transferring ownership of your dog will not require a new purchase of the plan.

D. Transferring from one dog to another dog (for whatever the reason) will
require a new purchase of the LIFE Plan and registration of the new dog.

E. The total price of the LIFE Plan is set at a conveniently low price of only $59.99.

THE PET RECOVERY AND PET SUPPLIES NETWORK 

Participant and PSNC each desire to establish the general terms and conditions 

which shall govern any relationship arrangements between Participant and PSNC which 

result from their participation in this agreement. This Agreement contains the 

complete terms and conditions that apply to Participant’s relationship with 

PSNC' s Identification and Recovery Services Program as well as Advertising Network. 

Participant acknowledges that PSNC may require Participant to agree to 

certain terms and conditions prior to Participant’s inclusion into 

PSNC' s Advertising Network.

PET SHEPHERD, NC as a company

Pet Shepherd, NC is a strong company with absolutely no plans to cease its
operation. Pet Shepherd, NC remains financially stable and at present seeks
no legal action for financial relief from any source. Pet Shepherd, NC
continues to provide its 24 Hour Pet Identification and Protective Services
without any foreseeable interruption in services. Further, at present
Pet Shepherd, NC does not anticipate any buyout nor are there any negotiations
that may lead to such action.

Pet Shepherd, NC is a family owned and operated business and we have every
intention to continue for the future as such. However, in order to protect
our customers in the future the following conditions are hereby established. 

A. Should Pet Shepherd, NC become the subject of purchase by another company,
 you will be subject to the new company's rules, plans and any new terms in
its entirety. However, you do retain the sole right to Opt-Out of any protective
services at that time with no further obligation to Pet Shepherd, NC or the
acquiring firm. You also agree to waive any legal action for services, fees
paid or otherwise against Pet Shepherd, NC or the acquiring firm.  

B. You agree to hold Pet Shepherd, NC harmless from all present obligations
should a buy out occur or should the company become defunct. Further, you agree
 to waive any legal action for services, fees or otherwise against
Pet Shepherd, NC for any services not rendered. You understand that there
are no, nor will there be any refunds due nor considered should
Pet Shepherd, NC cease its current operation for any reason.

TERMS AND CONDITIONS

In consideration of the promises set forth below, PSNC and Participant agree as follows:

1. Offers and Engagements.

1.1. From time to time, PSNC may post on PSNC' s Marketing Network offers to 
Participants. Such offers from PSNC shall be deemed to be an "Offer" for purposes 
of this Agreement. 

1.2. If an Offer made by one Party is accepted by the other Party in accordance 
with the Offer's terms via this agreement, an "Engagement" will have been formed. 
Each Engagement shall be governed by the terms and conditions of this Agreement. 
However, in the event of any inconsistency between the terms of the specific Engagement
 and the terms of this Agreement, the terms of the Engagement shall govern and PSNC at
 its sole discretion may and can void such offer whether an engagement had been
 previously formed.

1.3. At any time prior to Participant providing payment or after payment has
 been made, PSNC may, with or without notice, (a) change, suspend or discontinue 
any aspect of an Offer or an Engagement, or (b) remove, alter, or modify any graphic
or banner ad submitted by PSNC for an Offer or an Engagement. Participant agrees to
promptly implement any request from PSNC to remove, alter or modify any graphic or 
banner ad submitted by PSNC that is being used by Participant as part of an Engagement.

2. Participant’s Responsibilities.

2.1. Participant may link its site to areas within PSNC' s Site using special 

URLs specified by the “Engagement” with PSNC (the "Required URLs"). Participant 

may post as many links to the Required URLs and the rest of PSNC' s Sites as it 

likes on Participant's Site. The position, prominence and nature of links on 

Participant's Site shall comply with any requirements specified in the 

Engagement, but otherwise will be at the discretion of the Participant.

2.2. Participant agrees not to make any representations, warranties or 

other statements concerning PSNC, PSNC’ s Sites, any of PSNC’ s products, 

services, content, or PSNC’ s Site policies, except as expressly authorized 

by the Engagement, and as determined in PSNC’ s sole discretion.

2.3. Participant is responsible for notifying PSNC in writing of any

 malfunctioning of the Required URLs or other problems with Participant's 

participation in the Engagement. PSNC will respond within a reasonable amount 

of time to all concerns upon notification by Participant.

2.4. Participant must remove approved advertising on or before the 

expiration date, should an expiration date be established or when 

asked to do so by PSNC.  

3. Ownership and Licenses.

3.1. Each Party owns and shall retain all right, title and interest

 in its names, logos, trademarks, service marks, trade dress, copyrights

 and proprietary technology, including, without limitation, those names, 

logos, trademarks, service marks, trade dress, copyrights and proprietary 

technology currently used or which may be developed and/or used by it in the future.

3.2. PSNC grants Participant a revocable, non-exclusive, limited, license to use, 

reproduce and transmit the name, logos, trademarks, service marks, trade dress 

and proprietary technology, and other content, as designated in the Engagement 

or during the registration process in The Advertising Network?, on Participant’s 

site solely for the purpose of creating links from Participant's Site to 

PSNC' s Sites during Engagements and as contemplated by this Agreement.  

Except as expressly set forth in this Agreement or permitted by applicable 

law, Participant may not copy, distribute, modify, reverse engineer, or

 create derivative works from the same IP. Participant may not sublicense, 

assign or transfer any such licenses for the use of rights 

in and to the same IP, and any attempt at such sublicense, 

assignment or transfer is void.  Participant may not sublicense, assign, 

or transfer any such licenses, and any attempt at such sublicense, assignment, 

or transfer is void.  Participant will not, without prior written authorization 

from PSNC, (i) display any Web page of PSNC Sites except as otherwise provided

 in this Agreement; 

(ii) cache, store or copy any portion of PSNC Sites; (iii) modify or alter any

 pages of the PSNC Sites, including, without limitation, by removing any 

proprietary rights notices on PSNC Sites; (iv) frame any portion of PSNC 

Sites in conjunction with any materials that violate or infringe any right 

of any third party or in conjunction with any materials which PSNC, in 

its sole discretion, deems objectionable.

3.3. Participant grants PSNC a non-exclusive, worldwide, limited, royalty-free

 license to use, reproduce and transmit any graphic or banner ad submitted by 

Participant solely for co-branding purposes or as a return link from PSNC’ s 

Sites to Participant's Site.  PSNC will remove such graphic or banner ad 

immediately upon Participant's written request.

3.4. Upon PSNC’ s request, Participant must immediately remove from the 

Participant Site any Link to PSNC Sites which is displayed on a page that 

PSNC, in its sole discretion, deems objectionable.

3.5. Participant may not, without obtaining PSNC’ s prior written consent, 

use any domain name on the Participant Site to redirect users of the 

Participant Site directly to PSNC Sites.

3.6 Participant’s Site will not, in any way, copy or resemble the look 

and feel of PSNC’ s Sites including but not limited to petshepherdnc.com.

3.7 Participant is not allowed to duplicate, post, or otherwise utilize 

any content from PSNC Sites or other PSNC branded materials without the 

prior written consent of PSNC.  Materials provided by PSNC are approved 

by PSNC for use by all approved Participants.

3.8 Participant may bid on PSNC branded terms but will not outbid PSNC and 

its branded sites including but not limited to petshepherdnc.com

3.9. Participant may not use the PSNC Sites names, or any variation thereof, 

in any manner not expressly authorized under this Agreement, including, 

without limitation, the following: Participant may not post PSNC Sites sales 

or promotions on the Participant’s Site without PSNC’ s prior written consent; 

Participant may not use PSNC Sites names, or any variation thereof, in metatags, 

in hidden text or source code, or in Participant 's domain or sub-domain; 

Participant may not engineer the Participant Site in a manner that pulls 

Internet traffic away from the PSNC Sites; and Participant may not purchase 

any keywords on search sites related to PSNC Sites, and/or any of the brand 

names featured on PSNC Sites, or any variation thereof.  Violation of any of 

the foregoing prohibitions may result in, among other things, the immediate 

termination of this Agreement and the commencement of an action by PSNC 

against Participant seeking, without limitation, injunctive relief and/or 

recovery of actually, statutory and punitive damages.

4. Termination.

4.1. Either Party may terminate any Engagement at any time by deleting 

their acceptance of the Engagement and notifying PSNC of such. Termination 

of an Engagement shall not terminate this Agreement or any other Engagement.

4.2. Either Party may terminate this Agreement at any time, for any reason, 

provided that they provide at least five day's prior written notice of such 

termination to the other Party. Termination of this Agreement shall also 

terminate any outstanding Engagements.  

5. Representations.

5.1. Each Party represents to the other that (a) it has the authority 

to enter into this Agreement and sufficient rights to grant any licenses 

granted hereby; (b) any material which is provided to the other Party and 

displayed on the other Party's site will not (i) infringe on any third 

party's copyright, patent, trademark, trade secret or other proprietary 

rights or right of publicity or privacy; (ii) violate any applicable law, 

statute, ordinance or regulation, including, without limitation, 

any anti-spam or other email or electronic commerce related law; 

(iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; 

(v) violate any laws 

regarding unfair competition, antidiscrimination or false advertising; 

(vi) promote violence or contain hate speech; or (vii) contain viruses, 

Trojan horses, worms, time bombs, cancel bots or other similar harmful 

or deleterious programming routines.

5.2. EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, NEITHER 

PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, 

INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY 

OR FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnification.

6.1. Participant agrees to indemnify, defend and hold PSNC, its parent company, 

subsidiaries, affiliated companies, successors and assigns and their 

respective officers, directors, shareholders and employees, harmless 

from and against any and all losses, liabilities, damages, actions, claims, 

expenses and costs including, without limitation, reasonable attorneys' fees, 

which result or arise from or are based on (i) the negligence of Participant, 

its agents and/or employees, (ii) Participant's breach of this Agreement or any 

of the terms hereunder, (iii) any breach of a representation or warranty, or

 breach of a covenant or agreement made by Participant herein, or in the 

enrollment application, (iv) any claim that PSNC’ s use of Participant's

 trademarks infringe any trademark, trade name, service mark, copyright, 

license, intellectual property, or other proprietary right of any third 

party, or (v) any claim related, in any way, to Participant's Site, including, 

without limitation, content therein not contributed directly by PSNC’ s, as well 

as, any and all promotional and advertising activities conducted by, or on the

behalf of, Participant.

7. Limitation of Liability.

7.1. In no event shall either Party be liable to the other Party for any 

indirect, special, exemplary, consequential or incidental damages, even if informed 

of the possibility of such damages.

8. Modification

8.1. PSNC may modify any of the terms and conditions contained in this Agreement, 

at any time and in PSNC’ s sole discretion, by posting a change notice or 

a new agreement on PSNC’ s site. If any modification is unacceptable to Participant, 

Participant's only 

recourse is to terminate this Agreement. Participant's continued participation 

in the Program following PSNC’ s posting of a change notice or new agreement 

on PSNC’ s Site and/or sending Participant the change notice via e-mail will 

constitute binding acceptance of the change.

9. Confidentiality.

9.1. Pursuant to this Agreement, the Parties may disclose to one another 

certain information ("Confidential Information") which is considered by the 

disclosing Party to be proprietary or confidential information, including, 

without limitation, the term of this Agreement,  business, marketing and 

financial information, and pricing and sales information. All such Confidential 

Information shall remain the sole property of the disclosing Party, and its 

confidentiality shall be maintained and protected by the receiving Party with 

the same degree of care as the receiving Party uses for its own confidential 

and proprietary information and the receiving Party shall not disclose such 

Confidential Information to any third party without the prior written consent 

of the disclosing Party. The restrictions of the use or disclosure 

of any Confidential Information shall not apply to any information: 

(i) after it has become generally available to the public without breach 

of this agreement by the receiving Party; (ii) is independently developed 

by the receiving Party; (iii) is rightfully in the receiving Party's

 possession prior to disclosure to it by the disclosing Party; 

iv) is rightfully received by the receiving Party from a third party 

without duty of confidentiality; or (v) is disclosed under operation 

of law or pursuant to legal or regulatory process.

10.  General.

10.1. Each Party shall act as an independent contractor and shall have no authority

 to obligate or bind the other Party in any respect.

10.2. This Agreement has been made in and shall be construed and enforced in 

accordance with the laws of the State of North Carolina. Any action to enforce 

this Agreement shall be brought in the federal or state courts located in the 

state of PSNC' s headquarters. Official correspondence must be sent via registered 

mail to PSNC' s headquarters to the attention of PSNC' s legal department.

10.3. This Agreement may be agreed to in more than one counterpart, each of which 

together shall form one and the same instrument. The Parties agree that execution 

may be achieved in any format convenient to the Parties.

10.4. The provisions of this Agreement are independent of and separable 

from each other, and no provision shall be affected or rendered invalid or 

unenforceable by virtue of the fact that for any reason any other or others of 

them may be invalid or unenforceable in whole or in part.

10.5. Neither Party may assign any rights or obligations under this Agreement without

 the prior consent of the other Party; provided, however, that PSNC may assign any 

rights or obligations to a subsidiary or affiliate or to any third party assuming all 

or part of the business function of the PSNC unit.

10.6. This Agreement constitutes the entire agreement between the Parties 

relating to this subject matter and supersedes all prior or simultaneous 

representations, discussions, negotiations and agreement, whether written or oral.

In Witness whereof, the Parties authorized representatives have executed 

this PET SHEPHERD, NC RECOVERY SERVICES AGREEMENT

as of the date of the last signature set forth below.

Pet Shepherd, NC       Date: March 16, 2009