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PETPOINT ENTERPRISE SUPPLEMENTAL LICENSE AGREEMENT THIS SUPPLEMENTAL LICENSE AGREEMENT (the "Supplemental Agreement") is made and entered into as of (the"Effective Date") by and between Pethealth Services (USA) Inc. ("Pethealth"),an Illinois corporation, with offices at 3315 Algonquin Road, Suite 450, Rolling Meadows, Illinois, and The City of Everett,Animal Services (the "Client") for the PETPOINT ENTERPRISE(the"Supplemental Application"). WHEREAS Pethealth and the Client previously entered into a PetPoint Application Service Provider Agreement (the "Application Agreement"), pursuant to which Pethealth provided the Client with access to software and services on an application service provider ("ASP") basis and a limited, non-exclusive, non-transferable and revocable right to use the general production version of the PetPoint shelter data management software application(the"Main Application"),subject to the terms and conditions described therein. AND WHEREAS Pethealth has created the Supplemental Application, which provides separate and distinct functionality from the Main Application that can be utilized by the Client in connection with the Main Application, the features and functionality of which are as described in Schedule A. AND WHEREAS Pethealth and the Client wish to enter into this Supplemental Agreement with the terms and conditions described in this Supplemental Agreement. NOW THEREFORE in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the parties hereto agree as follows: 1. Right to Access and Use of the Supplemental Application. Subject to the terms and conditions of this Supplemental Agreement,Pethealth hereby grants to the Client a limited,non-exclusive,non-transferable and revocable right to use the Supplemental Application for the purposes set forth herein. Except for the limited rights granted by this Section 1, in no event will the Client acquire or retain any other right of access or use or otherwise acquire or retain any right,title or interest in or to the Supplemental Application(or any modifications,improvements,enhancements or upgrades thereto or derivative works based thereon),whether in the form of intellectual property or other ownership rights or interests. 2. Incorporation of Terms of the Application Agreement. Subject to the terms and conditions of this Supplemental Agreement, section 2 (Proprietary Rights), section 3 (Confidential Information), section 4 (Warranties and Limitations), section 5 (Indemnification), section 6 (Force Majeure), section 9 (General), and section 10 (Publicity) of the Application Agreement are incorporated by reference herein and form an integral part of this Supplemental Agreement, in all respects, with appropriate changes having been made and respective differences taken in to account,as applicable. Any reference to "Application" or "application" in the above listed sections of the Application Agreement shall refer to the "Supplemental Application"for the purpose of this Supplemental Agreement. 3. Rules of Interpretation. Solely with respect to the Supplemental Application, if there is any inconsistency between the provisions of this Supplemental Agreement and the provisions of any other agreement (including the Application Agreement), the provisions of this Supplemental Agreement will govern. Pethealth and the Client agree that this Supplemental Agreement does not abrogate, diminish or otherwise alter in any way either party's rights or obligations under the Application Agreement with respect to the Main Application. 4. Fees and Expenses.Notwithstanding anything in the Application Agreement to the contrary,and solely in respect to the Supplemental Application,the fees payable to Pethealth are listed in Schedule A. (a) Annual Fee. The first year's annual fee for the Supplemental Application is due and payable to Pethealth concurrent with the execution of this Agreement.Subsequent annual payments are due each year during the Initial Term on the anniversary of the Effective Date. The amount of the Supplemental Application annual fee for the Initial Term is listed in Schedule A. The amount of the annual fees for each Renewal Term shall be provided to the Client in advance of each Renewal Term. (b) Taxes.The Client shall be responsible for any sales,use,excise,value-added,services,consumption or other tax that is assessed on the grant of the right to use the Supplemental Application or the provision of the ASP Services(or any part thereof)or on any payments due to Pethealth hereunder. 5. Term and Termination. Unless otherwise mutually agreed upon by the parties in writing or the Applicati• .Agreement is terminated pursuant to the terms therein;the term("Initial Term")of this Supplemental Agreement will be for- itial period of one (1) year from the Effective Date and this Supplemental Agreement shall automatically be extend:. 'successive one(1)year periods(each a"Renewal Term"). PetPoint Enterprise Agreement-US-v.20150827 SIGNER'S INITIALS.' A