Partner Program Agreement

1. Agreement

This Agreement describes the terms and conditions for the participation in the Easyship Partner Program. In this Agreement, the term “you”, “your” or “Partner” means the Partner, and “we”, “us”, “Easyship Service”, “Easyship” or “Easyship.com” means Easyship Inc. Each party is herein referred to individually as a “Party” or collectively as the “Parties”. Through the Partner Program Agreement, also referred to as “Agreement” or “Partner Program”, the Parties intend to engage in marketing and sales activities, like the production or distribution of content, the organization of events, the activities on social media, and in general any other activity to market their service, content, or offer services to their users. Easyship and Partner are hereinafter also referred individually as a “Party” and jointly as the “Parties”.

This Agreement shall become effective from the date in which both Parties sign it.

2. Modification

Easyship may, from time to time, need to modify any terms of this Agreement, for which Easyship will give written notice to the Partner. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.

If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. If you continue participation in the program, it will be considered as your acceptance of the changes.

3. Affiliate URL

You will be issued an exclusive URL once you become a member of the Easyship Partner Program, which will be unique to you and you only, and will allow you to be paid for Qualified Referrals.

4. Program Sign Up

In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found at the following website: https://www.easyship.com/affiliate-program.

Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy. NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO THE CONTRARY, BY APPLYING TO BECOME AN AFFILIATE, YOU AGREE THAT THE COMPANY HAS AND RESERVES THE RIGHT AT ALL TIMES TO REJECT YOUR APPLICATION OR TERMINATE YOUR PARTICIPATION IN THE PROGRAM FOR ANY REASON, OR NO REASON, IN OUR SOLE AND UNLIMITED DISCRETION.

5. Marketing and Sales Activities

5.1 Promotional Links: Once you have been notified that your site has been accepted into the Program, you may use any method or form of promotion you choose so long as it complies with the terms and conditions of this Agreement (including but not limited to our Affiliate Suitability Guidelines) and all applicable laws. Promotional links may include our name and Trademarks (as defined below) and any other indicia and content we specifically identify on our site for your use as promotional features, tools and content (collectively, "Affiliate Promotional Links").

5.2 Utilization of Affiliate Promotional Links:

5.2.1. We hereby grant to you limited, non-exclusive, and non-transferable license to use our Affiliate Promotional Links for placement on your site without modification, abridgment, or embellishment, for the sole and exclusive purpose of referring potential Subscribers to Easyship. We reserve the right to revoke this license to use the Affiliate Promotional Links, in whole or part, at any time.

5.2.2. We reserve the right to require you to modify your use of the Affiliate Promotional Links following review of your site. If we issue formal policies and rules in connection with usage of the Affiliate Promotional Links, you agree to promptly confirm your use of the Affiliate Promotional Links to said policies, as the same may be amended from time to time.

5.2.3 You may not use Affiliate Promotional Links to market, promote, or endorse the goods, services, and/or cause of any other individual or entity or to otherwise benefit any third party, save for your Referrals.

5.2.4. You agree that you shall not bid on, register or purchase search engine keywords, domain names, or other identifying search terms or titles that are similar to the Trademarks owned or controlled by the Company, or by any third party to promote your participation in the Program.

5.2.5. In utilizing the Affiliate Promotional Links, you agree that you will cooperate fully with us in order to establish and maintain the consistency and integrity of such Affiliate Promotional Links as they may be modified, enhanced, expanded, curtailed or eliminated from time to time by us, in our sole and unlimited discretion.

5.2.6. You acknowledge that, by participating in the Program and/or using any of the Affiliate Promotional Links, the Company may receive information from or about visitors to your site to track Referrals.

5.3 Paid Search Terms

5.3.1 Trademark or Brand-related bidding for advertisements is NOT PERMITTED. Affiliates are NEVER allowed to outrank or outbid Easyship on any ad keywords.

The following terms should be added as phrase negatives across all paid search campaigns:

• “Easyship”
• “Easyship.com”
• “www.easyship.com”
• “Easyship Subscription”
• “Easyshipplus”
• “Easyship Plus”
• “Easyshippremier”
• “Easyship Premier”
• “Easyship Enterprise”
• “Easyship Enterprise”
• “Easyship Services”

“™”- Not permitted Use of Trademark in Title and Body of Paid Search Ad

Use of Display URL: Not Permitted

We reserve the right to add additional terms to this list as new products launch.

5.3.2 Affiliates may not include 'Official Site' or make representations that your advertisement is directly from Easyship. Affiliates may not use Easyship trademarks, Easyship product names or their variations or misspellings in their ad copy.

5.3.3 Affiliates shall not use any domain names that are owned by Easyship for any DISPLAY URL listings used in paid search campaigns. Nor may they CLOAK or MASK these URLs in paid search campaigns.

5.3.4 Affiliates shall not use the word official in connection with the Easyship owned property name in domain names, search ads, or on landing pages.

5.3.5 Affiliates shall not promote competitors on the same landing page that contain Affiliate ProgramLinks.

5.3.6 The above terms apply to direct affiliates as well as sub-affiliates.

5.3.7 Violation of Search Policy: Easyship will not pay commissions on any transactions that it believes to be generated by a violation of its search policies.

5.4. Appointment - Easyship hereby appoints the Partner as a non-exclusive marketing representative during the terms of this Agreement to promote the sale and use of the Easyship Service, in accordance with this Agreement. Nothing in this Agreement shall be construed as limiting in any manner Easyship's marketing and distribution activities, or its appointment of resellers, agencies, dealers, distributors, licensees, agents, or representatives of any kind.

5.5. Obligations - The Partner agrees to use reasonable commercial efforts to promote the Service to its clients and network. The Partner shall comply with good, ethical, and moral business practices, and all applicable laws and regulations in engaging in any activities hereunder.

6. Materials

Easyship may provide the Partner with certain materials for use in conjunction with promoting the Service hereunder (“Easyship Materials”). Easyship hereby grants the Partner a nonexclusive, royalty-free license to use Easyship's name, trade names, trademarks, service marks, and logos (collectively, the “Marks”) solely in connection with the Partner's promotion and marketing of Easyship service, subject to written usage guidelines made available to the Partner. As between the parties, Easyship or its licensors own all right, title and interest in and to the Service, the Marks, the Easyship software and the Easyship Materials.

The Partner grants Easyship a nonexclusive, royalty-free license to use Partner's name, trade names, trademarks, service marks, and logos (collectively, the “Marks”) solely in connection with the Easyship's promotion and marketing of the Partner services.

7. Qualified Referral

“Qualified Referral” is defined as a user who (i) lands on the Easyship website by opening a link you shared and completing the sign-up procedure, submitting an inquiry form, or generating a shipping label using Easyship's API from the Partner's account; (ii) of whom Easyship has no record in connection with the Easyship Service, or who are not, at the time referred to Easyship by the Partner, in any contractual relations or ongoing negotiations with Easyship in connection with the Easyship Service; and (iii) who are not rejected by Easyship, and process at least one valid shipment through the Easyship Service.

8. Referral Fee for labels bought using Easyship accounts

For each shipment shipped by a Qualified Referral through Easyship, Easyship shall pay a Referral Fee of 2.5% of the Total Shipping Cost to the Partner, exclusive of merchant "Link Your Own Courier" transactions.

Easyship enables merchants to ship worldwide via two methods, (i) using Easyship's discounted rates or by (ii) using a merchant's own courier account, known as "Link Your Own Courier". On "Link Your Own Courier" transactions - the fees are paid directly to the courier.

For a sale to generate a Referral Fee to a Partner, the customer must remit full payment for all the shipping charges associated with the shipment order and the shipment has to be valid, NOT cancelled nor refunded.

Partners will be entitled to receive Referral Fees only for the shipments that each Qualified Referral processes through Easyship for a period of 12 months starting from the date of signup.

9. Subscription Plans

Easyship will pay the Partner 100% of a monthly user's first month's subscription value, or 25% of the Annual Payment, for any user after the completion of their trial plan.

10. Payment

The Partner will be paid Referral Fees on a monthly basis, within 15 days from the end of each month. All payments will be delivered in local currency via bank transfer or PayPal.

Partner shall be responsible for any taxes or handling fees associated with the receipt of any payments. Partner is responsible for providing Easyship accurate payment details and maintaining an accurate payment profile on our partner platform.

The minimum payout balance is US$50, or similar amount in the currency chosen. For balance equal to or less than US$50, the payout will be done at the next payment date.

11. Termination

Either Party may, at its option, terminate this Agreement, with or without cause.

Easyship may terminate this Agreement without notice if in its sole discretion it determines that the Partner has breached the terms and conditions of this Agreement. PARTNER FORFEITS ANY ACCUMULATED EARNINGS IF AGREEMENT IS TERMINATED DUE TO THIS CAUSE.

Upon any termination (i) all Commissions due to the Partner up to the termination will immediately become due and payable within thirty (30) days following termination. (ii) The Partner shall immediately cease all promotion of the Service and shall immediately return to Easyship, or at the option of Easyship, destroy, all Confidential Information, Easyship Materials, hardware and software provided to the Partner hereunder; and (iii) Easyship may market, sell or provide the Service to any customer, without obligation to pay the Partner any Commissions, except that Easyship shall pay the Partner fees owed for the remainder of the period, as specified on the page www.easyship.com/legal/affiliates-general, provided that Easyship has not terminated this Agreement because of a breach of this Agreement by the Partner, in which case no fees shall be payable to the Partner following termination. Notwithstanding any termination of this Agreement, the following Sections shall survive: 11, 12, 13, 14.

12. Limitation of Liability

Easyship will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to the Partner under to this Agreement.

In no event shall Easyship be liable for any indirect, incidental, special, or consequential damages; damages for loss, damages to shipments, loss of profits, revenue, data or use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, the Easyship website, any content, or any third party websites and content.

13. Disclaimers

We make no express or implied warranties or representations with respect to the Easyship Partner Program or a Partner's potential to earn income from the Partner Program. In addition, we make no representation that the operation of the websites or the Partner links will be uninterrupted or error-free, and Easyship will not be liable for the consequences of any interruptions or errors.

Easyship reserves the right to reject a referral in case we consider it non-qualified, and will notify the Partner by email.

14. Confidentiality

In connection with this Agreement, the Parties may have access to information that is confidential to one another (“Confidential Information”). Confidential Information shall include this Agreement, customer details, marketing data, and product information.

The Parties agree to maintain the confidentiality of the other Party's Confidential Information using the highest standard of care and to protect as a trade secret any portion of the other Party's Confidential Information by preventing any unauthorized copying, use, distribution, installation, or transfer of possession of such information. If required by law, the receiving Party may disclose Confidential Information of the disclosing Party, but will give adequate prior notice of such disclosure to the disclosing Party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefore.

15. Miscellaneous

Easyship's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

By applying to the Easyship Partner Program you acknowledge that you have read this Agreement, agree to all its terms and conditions, and accept the Easyship Terms and Conditions found on Easyship website. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York, USA.

Affiliate Suitability Guidelines

You and Your site may be deemed unsuitable if:

1. You are involved, in whole or part, with any site that incorporates "Easyship" or variations or misspellings thereof in its domain name except under license from Easyship; or you use words and/or symbols that are Trademarks (as defined in the associated affiliate agreement), or substantially similar thereto, in any username, group name, or other identifier on any social networking website.

2. You engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/or regulations that govern email marketing and/or communications.

3. You engage in pop-up or pop-under advertising using any means involving third-party properties and/or services (software). Pop up/unders are acceptable on a first-party basis only when triggered by your site content, site visit or by downloadable software applications of which you are the owner/operator.

4. Your site's pop up/unders delivered through downloadable software engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results.

5. Your reputation or that of your site(s) might in any manner tarnish, disparage, or reflect adversely on Easyship and/or its Trademarks or otherwise diminish our goodwill by reason of our association with you or your web site(s), including but not limited to your known involvement in, or promotion or facilitation of, activity that is unlawful, infringing, invasive, immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise offensive.

6. Your site incorporates images, text or any other content or features (either displayed or hidden) that are unlawful, infringing, invasive, immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise offensive and/or involves, advocates or facilitates activity that is unlawful, immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise offensive.

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