Referral Partner Terms of Service

THIS REFERRAL PARTNER Terms of Service are

BETWEEN

1. EASYSHIP INC., a company incorporated and existing under the laws of New York whose registered office is at 61 Broadway, Suite 1705, Manhattan, 10006, New York, USA (“Easyship”); and

2.Partner.

Easyship and the Partner are hereinafter referred to as the “Parties” and individually as a “Party”.

WHEREAS

A. Easyship is in the business of developing and licensing shipping and logistics software, as well as providing shipment related services to retail clients as further described in the terms of service, available at https://www.easyship.com/legal/terms/us (“Easyship Terms and Conditions”).

B. From time to time, in connection with the Partner’s business, the Partner may have the opportunity to refer to Easyship contacts for Easyship Services. Easyship wishes to be referred to such contacts and is willing to pay the Partner compensation on the terms of this Agreement if such contacts purchase services from it.

C. The Partner is willing to refer contacts to Easyship in return for compensation as specified in this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein, the Parties hereto covenant and agree as follows:

1. INTERPRETATION

1.1 The following definitions shall apply in this Agreement:

“Easyship Advertising Materials” shall mean all logos, documents, information, items and materials in any form, which are provided by Easyship to the Partner in connection with this Agreement;

“Easyship Services” shall mean services related to the development and licensing of shipping and logistics software, as well as providing shipment related services to retail clients, provided by Easyship together with any other services from time to time offered by Easyship;

“Easyship Partner Program” shall mean Easyship’s program for referral partners;

“Intellectual Property Rights” shall mean any and all rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Partner Level” shall mean a partner level as described in Schedule 1 hereto;

“Qualified Referral” shall mean a person:

1. Who (i) lands on the Easyship website by opening the Partner URL (as defined below) and completes the sign-up procedure; or (ii) generates shipping labels using Easyship's API from the Partner's dashboard; and
2. To whom Easyship has not at any time previously provided Easyship Services and with whom Easyship has not been in bona fide negotiations to provide Easyship Services in the six (6) months before the Referral Date; and
3. Who are not rejected by Easyship, and process at least one valid shipment through the Easyship Services;

“Referral Date” shall mean for each Qualified Referral, the date during the term of this Agreement on which (a) the Partner first refers a Qualified Referral to Easyship; and (b) such Qualified Referral processes its first valid shipment through Easyship Services;

“Referral Fees” shall have the meaning ascribed to it in Clause 5.1;

“Referral Period” shall mean for each Qualified Referral, the twelve (12) month period from the Referral Date;

“Relevant Contract” shall mean a contract for the supply of Easyship Services (made under the Easyship Terms and Conditions or otherwise) entered into during the Referral Period between Easyship and a Qualified Referral who was referred by the Partner;

“Total Shipping Costs” shall mean the sum of the shipping cost and the fuel surcharge for each shipment as billed to the Qualified Referral, exclusive of any taxes whatsoever. This applies only to shipments generated with Easyship courier accounts; shipping labels generated with accounts other than Easyship ones are excluded. For the avoidance of doubt, the Total Shipping Costs shall not include insurance, taxes of all sorts, remote area surcharges, or any other additional fees.

1.2 The Schedules forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.3

2. REFERRAL SERVICES

2.1 Easyship hereby appoints the Partner on a non-exclusive basis to identify Qualified Referrals for Easyship and to refer such persons to Easyship on the terms of this Agreement.

2.2 For the purpose of referring Qualified Referrals to Easyship, the Partner will be issued an exclusive URL (the “Partner URL”) upon the Partner’s application and acceptance as a member of the Easyship Partner Program. The Partner URL is a unique identifier for the Partner and will allow the Partner to be paid for Qualified Referrals.

2.3 During the term of this Agreement, the Partner shall:

1. Serve Easyship faithfully and diligently and not allow its interests to conflict with its duties under this Agreement;
2. Use reasonable commercial efforts to promote the Easyship Services to its clients and network. By doing so, the Partner shall comply with good, ethical, and moral business practices, and all applicable laws and regulations in engaging in any activities hereunder;
3. Use reasonable commercial efforts to refer Qualified Referrals to Easyship pursuant to the terms of this Agreement; and
4. Comply with all reasonable and lawful instructions of Easyship.

2.4 The Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to:

1. Bind Easyship in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised; or
2. Make or enter into any contracts or commitments or incur any liability for or on behalf of Easyship, including for the provision of Easyship Services or the price for them, and shall not negotiate any terms for the provision of Easyship Services with Qualified Referrals.

3. PROMOTION AND ADVERTISEMENT

3.1 During the term of this Agreement, the Partner shall:

1. Display Easyship as a partner on its website;
2. Display any and all Easyship Advertising Materials and other signs provided by Easyship for the purposes of this Agreement, subject to written usage guidelines made available by Easyship to the Partner;
3. Create a co-branded landing page, the content and design of which shall be approved in writing by Easyship; and
4. Observe all directions and instructions given to it by Easyship for promotion and advertisement of the Easyship Services.

3.2 The Partner shall ensure that any website that it uses for the promotion of the Easyship Services complies with the quality standards and criteria that Easyship dictates from time to time.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Easyship grants to the Partner a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the Easyship Advertising Materials for the term of this Agreement for the purpose of providing services to Easyship under this Agreement.

4.2 Easyship shall be permitted, at its sole discretion and option, to make public announcements, communications or circulars “Announcement”, on its webpages or otherwise, concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the Parties, without the prior written consent of the Partner. For the purposes of making such Announcements, the Partner grants to Easyship and its affiliates a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the Partner’s name, trade names, trademarks, service marks, and logos for the term of this Agreement.

4.3 For the avoidance of doubt, Easyship and its licensors shall retain ownership of all Intellectual Property Rights in the Easyship Advertising Materials.

5. REFERRAL FEES AND PAYMENT

5.1 The Partner shall be entitled to referral fees if a Qualified Referral referred by the Partner enters into a Relevant Contract (“Referral Fee”). The amount of Referral Fees payable shall be:

1. Determined in accordance with the Partner’s Partner Level as set out in Paragraph 3 of Schedule 1; and

5.2 All Referral Fees payable pursuant to Clause 5.1 shall be due to the Partner within ten (10) days of the end of the month in which Easyship received the corresponding payment for Easyship Services from the Qualified Referral. For the avoidance of doubt, the payment of Referral Fees to the Partner shall be conditional on Easyship having received the corresponding payment for Easyship Services from the Qualified Referral, without such payment being cancelled or refunded. All Referral Fees shall be net of any returns, cancellations and/or refunds.

5.3 The Partner shall be responsible for any taxes or handling fees associated with the receipt of any payments under this Agreement.

5.4 The Partner acknowledges and agrees that the minimum pay-out balance shall be US$100. In the event that the Referral Fee balance in any given month is equal to or less than US$100, the pay-out of Referral Fees shall be deferred to the end of such month when the pay-out balance exceeds US$100.

5.5 All payments to the Partner under this Agreement shall be made in United States dollars via our third party Partner Portal (PartnerStack) or via bank Transfer.

5.6 The Partner may change his bank account details for the purposes of this Agreement by way of written notice to Easyship in accordance with Clause 11. It shall be the Partner’s responsibility to provide Easyship at all times with accurate payment details and to notify Easyship immediately of any changes in account information, to ensure the proper payment of Referral Fees.

6. COMMENCEMENT, DURATION AND TERMINATION

6.1 This Agreement shall commence on the Commencement Date and shall continue:

1. Unless terminated earlier in accordance with Clause 6.2; or
2. Unless terminated earlier in accordance with Clause 6.2; or
3. Until either Party gives to the other Party thirty (30) day’s written notice to terminate.

6.2 Without affecting any other right or remedy available to it, Easyship may terminate this Agreement with immediate effect by giving written notice to the Partner if, in its sole discretion, it determines that the Partner has breached any term of this Agreement. THE PARTNER ACKNOWLEDGES AND AGREES THAT IT SHALL FORFEIT ANY ACCUMULATED REFERRAL FEES IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS CAUSE.

7. CONSEQUENCES OF TERMINATION

7.1 Upon the termination or expiration of this Agreement:

1. All outstanding Referral Fees shall become due and payable to the Partner within thirty (30) days following the termination or expiration of this Agreement;
2. The Partner shall immediately cease to provide any services to Easyship, refer Qualified Referrals to Easyship or promote the Easyship Services to any third parties;
3. The Partner shall immediately cease to use any Easyship Advertising Material and Intellectual Property Rights of Easyship; and
4. The Partner shall, upon the written instructions of Easyship, deliver or destroy any Easyship Advertising Material and Confidential Information in its possession or under its control.

7.2 On termination or expiration of this Agreement, the following clauses shall continue in force: Clause 1 (Interpretation), Clause 5 (Referral Fee and Payment), Clause 9 (Confidentiality) and Clause 12 (Miscellaneous).

8. LIMITATIONS OF LIABILITY

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

8.2 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 the Partner or any third party, whether in an action in contract or tort, arising from the Partner’s access to, or use of, the Easyship website, any content, or any third party websites and content.

9. 9. CONFIDENTIALITY

9.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party (“Confidential Information”), including (but not limited to) the terms of this Agreement, except as expressly permitted by Clause 9.2.

9.2 Each Party may disclose the other Party’s Confidential Information:

1. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this Clause 9; and
2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No Party shall use any other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

10. DISCLAIMER

10.1 The Partner acknowledges and agrees that Easyship makes no express or implied warranties or representations with respect to:

1. The Easyship Partner Program or the Partner's potential to earn Referral Fees;
2. The uninterrupted or error-free operation of the Easyship websites or the Partner links, and Easyship shall not be liable for the consequences of any interruptions or errors.

10.2 Easyship reserves the right to reject a Qualified Referral in case Easyship considers it, in its sole discretion, to be non-qualified, and will notify the Partner by email.

11. NOTICES

11.1 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be sent by email to the following address:

1. If to Easyship:
2. Email Address: [email protected]
3. Attn: Partners Management Team

11.2 Any notice or communication shall be deemed to have been received at 9.00 am on the next business day after transmission.

11.3 This Clause 11 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12. MISCELLANEOUS

12.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

12.2 No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

12.3 Variation. Easyship may, from time to time, modify any terms of this Agreement, for which Easyship shall give written notice to the Partner. Any such amendment shall automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice. The Partner’s continued participation in the program shall be considered as its acceptance of the changes.

12.4 Assignment and Other Dealings. This Agreement is personal to the Partner and it shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

12.5 No Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.6 Terms and Conditions. This Agreement compliments the Easyship Terms and Conditions. In the event of a conflict between this Agreement and Easyship’s terms and conditions, this Agreement shall prevail.

12.7 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

12.8 Electronic Signatures. This Agreement may be executed in two (2) original copies, of which the Parties have taken one (1) each. In addition, each Party agrees that the electronic signatures, whether digital or encrypted (e.g. via DocuSign), are intended to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature, by electronic mail in PDF form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature. This Agreement may be executed on counterparts, all of which together, when executed and delivered, constitute one and the same agreement.

12.9 Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter shall be governed by, construed and enforced in accordance with the laws of New York, without regards to its conflict of laws principles. Any and all actions, suits, or judicial proceedings upon any claim arising from or relating to this Agreement shall be instituted and maintained in the State of New York. If it is judicially determined that either Party may file an action, suit or judicial proceeding in federal court, such action, suit or judicial proceeding shall be in the Federal District Court for the Southern District of New York.

SCHEDULE 1:

REFERRAL FEE SCHEDULE AND PARTNER LEVELS

1. The Partner’s performance shall be assessed on a quarterly basis (January 1st, April 1st, July 1st, October 1st), upon which the Partner Level (including, without limitation, any commissions and benefits arising thereof) may be adjusted if the lead totals submitted or revenue thresholds as indicated have been exceeded in the quarterly span. Any adjustment of the Partner’s Partner Level shall only become effective upon written notice issued by Easyship.

2. Upon the Partner reaching a new Partner Level (i.e. silver to gold, gold to platinum), the Partner is expected to maintain the minimum Qualified Referrals referred or Referral Fees earned to maintain the Partner Level. If the Partner has not maintained the thresholds for two consecutive quarters the Partner shall be demoted to the appropriate Partner Level.

3. Easyship currently maintains the following Partner Levels:

Silver:

‍A partner attains Silver Partner Level if (a) 1-5 Qualified Referrals referred by such partner are live with Easyship; or (b) such partner earned between US$1 and US$2000 in quarterly Referral Fees.

Easyship shall pay a Referral Fee of 2% of the Total Shipping Cost to the Partner for the first 12 months since start of shipping.

All partners will begin on a Silver Partner Level unless otherwise stated by Easyship.

Gold:

‍A partner attains Gold Partner Level if (a) 6-20 Qualified Referrals referred by such partner are live with Easyship; or (b) such partner earned between US$2000 and US$5000 in quarterly Referral Fees.

Easyship shall pay a Referral Fee of 2.5% of the Total Shipping Cost to the Partner for the first 12 months since start of shipping.

Platinum (Certification Available):

‍A partner attains Platinum Partner Level if (a) more than 20 Qualified Referrals referred by such partner are live with Easyship; or (b) such partner earned more than US$5000 in quarterly Referral Fees.

Easyship shall pay a Referral Fee of 3% of the Total Shipping Cost to the Partner for the first 12 months since start of shipping.

Other partner benefits may include but are not guaranteed:

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The Partner acknowledges and agrees that the Partner shall only be awarded any of the above additional partner benefits on a case-by-case basis and by way of written notice to that effect by Easyship.

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