Partner Program Agreement

Last updated on: 16th August, 2018

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.

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. Marketing and Sales Activities

4.1. 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.

4.2. 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.

4.3 Partner Page - The Partner may be granted a Partner Page on the Easyship website with a description of the Partner's services. The Partner shall use its reasonable best efforts to display Easyship as a Partner on their website as promptly as practicable, and create a co-branded landing page, to be approved by Easyship.

5. 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.

6. Qualified Referral

“Qualified Referral” is defined as a user who (i) lands on the Easyship website by opening a link you shared and complete the sign-up procedure, or generates shipping labels using Easyship's API from the Partner's dashboard; (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.

7. Referral Fee for labels bought using Easyship accounts

For each shipment shipped by a Qualified Referral through Easyship, unless shipped using USPS, Hong Kong Post, PostNL, or Singapore Post, Easyship shall pay a Referral Fee of 5% of the Total Shipping Cost to the Partner. In case the Qualified Referral is shipping a crowdfunding campaign from Indiegogo or Kickstarter, or shipping from one of the warehouses partnered with Easyship, the Referral Fee will be 2%. The Total Shipping Cost is defined as the sum of the shipping cost and the fuel surcharge for each shipment as quoted to the Qualified Referral. All the other Shipping Amounts are excluded from the computation of the Referral Fee.

For shipments shipped using any USPS shipping services, the Referral Fee is 0.5%. For shipments shipped using Hong Kong Post, PostNL, or Singapore Post, there will be no Referral Fee.

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 the first shipment.

8. Labelling Fee for labels bought using non-Easyship accounts

For each shipping label generated through the Easyship system, using a courier account other than those offered by Easyship, the Partner shall pay a labelling fee of US$0.05 to Easyship.

9. Payment

The Partner will be paid Referral Fees on a monthly basis, within 10 days from the end of each month. All payments will be delivered in US dollars via bank wire 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 to notify Easyship of any changes in account information, to ensure proper Referral Fees payments.

The minimum payout balance is US$100. For balance equal to or less than US$100, the payout will be done at the next payment date.

10. Termination

Either Party may, at its option, terminate this Agreement, with or without cause, upon thirty (30) days' notice to the other Party.

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.

11. 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.

12. 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.

13. 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. Both Parties shall sign a separate Mutual Non-Disclosure Agreement (the “MNDA”).

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.

14. Miscellaneous

Our 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.