ShipBob Referral Terms and Conditions

These ShipBob Referral Terms and Conditions (the “Agreement“) apply to referral relationships between ShipBob, Inc. (“ShipBob”) and the party agreeing to refer Qualified Customers (as defined below) to ShipBob (“Referrer”). By completing the online application, Referrer agrees to the terms and conditions within this Agreement. Referrer and ShipBob are individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Referrer desires to refer third-parties to ShipBob, provided such third party does not have a pre-existing business relationship with ShipBob (a “Qualified Customer“), and ShipBob desires to accept such referrals, subject to the terms of this Agreement.

            NOW, THEREFORE, in consideration of the foregoing, of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Term. This Agreement will be applicable for a period of one (1) year (the “Initial Term“). Unless either Party provides written notice to the other Party no later than sixty (60) days before the end of the Initial Term or any subsequent term that such Party desires to terminate the Agreement, the Agreement will automatically renew for one or more additional (1) year periods. For purposes of this Agreement, the Initial Term and any extension term shall be referred to collectively as the “Term.” Either Party may terminate this Agreement for its convenience by providing the other Party with at least thirty (30) days’ prior written notice.
2. Referrals.  All referrals will be made subject to the terms of Schedule 1. If and when Referrer receives written authorization to provide Qualified Customer’s identification and business requirements to ShipBob, Referrer agrees to provide ShipBob with written (which may be electronic) information for Qualified Customers.  ShipBob shall have sole and exclusive discretion whether to provide services to Qualified Customers and of the terms and conditions for such services.  Each Party shall provide updated information on Qualified Customers to the other Party electronically on a quarterly basis. Referrer shall also comply with the terms and conditions set forth in Schedule 1 attached hereto.
3. Payment. ShipBob shall make payments (“Referral Fee(s)”) to Referrer in accordance with the terms set forth in Schedule 1 attached hereto.
4. Confidentiality. Throughout the Term and at all times thereafter, each Party hereto shall maintain in confidence any and all information relating to this Agreement (the “Confidential Information“). Confidential Information shall also include any information Referrer provides ShipBob regarding Qualified Customers. Except as otherwise permitted hereunder, the Parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, or otherwise disclose such information to third parties or persons other than their employees, agents, advisers and representatives who have a need to know such information or to use such information for any purposes whatsoever other than the purposes contemplated in this Agreement, without the express written permission of the other Party and to advise each of their employees, agents, advisers and representatives of their obligations to keep such information confidential. Without limitation of the foregoing, the Parties shall use reasonable efforts to advise each other immediately in the event that either learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and will reasonably cooperate in seeking injunctive relief against any such person in addition to all other legal remedies. Confidential Information shall not include information that (a) is, as of the time of its disclosure or thereafter becomes part of the public domain through a source other than the receiving Party, (b) was known to the receiving Party as of the time of its disclosure, (c) is independently developed by the receiving Party, as shown by contemporaneous tangible evidence, (d) is subsequently learned from a third party not under a confidentiality obligation to the providing Party, or (e) is required to be disclosed pursuant to law, court order or governmental authority, whereupon the receiving Party shall provide notice to the other Party prior to such disclosure, where legally permissible.
5. Limited License. ShipBob hereby grants Referrer a limited license for the use of ShipBob’s trademarks and tradename on Referrer’s website solely in a manner approved by ShipBob during the Term and for no other purpose whatsoever. The Parties acknowledge and agree that neither Party shall obtain any rights to use any trademarks, tradenames or other intellectual property of the other Party.
6. Indemnification. ShipBob hereby agrees to indemnify, defend, and hold harmless Referrer from all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) in connection with any claim or proceeding asserted by any Qualified Customer against Referrer that arise exclusively on account of any act or omission of ShipBob.

• Notices. Any notices to be given hereunder by either Party to the other may be effected either by (a) personal delivery in writing, (b) mail, registered or certified, postage prepaid with return receipt requested, (c) electronic mail or (d) nationally recognized overnight delivery service for next business day delivery. Notices shall be addressed to the Parties at the following addresses: if to Referrer, to the mailing address and email address listed below, and if to ShipBob, to 120 N. Racine Ave., Suite 100, Chicago, IL 60607, Attention: Legal Department ([email protected]). Each Party may change the address by written notice in accordance with this paragraph. Notice delivered personally or by electronic mail will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of five (5) days after mailing; and notices sent via overnight delivery service as of the first business day after sending.
• No Joint Venture. Nothing in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties or their respective agents, employees, customers, or representatives. Neither Party, by virtue of this Agreement, is authorized to be an agent, employee, or legal representative of the other Party. Neither Party shall have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent referral partners with respect to one and other. Neither Party shall have the power or authority to bind or commit to the other. Neither Party shall hold itself out as having any authority or relationship in contravention of this paragraph.
• Survival. The provisions of Sections 4-12 shall survive the termination or expiration of this Agreement.
• NO CONSEQUENTIAL DAMAGES. EXCEPT FOR ANY BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS, AND GOODWILL.
• Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; and (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement.
• Miscellaneous. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns, provided that neither Party may assign this Agreement without the prior written consent of the other Party. This Agreement will be interpreted and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles. The Parties agree to the exclusive jurisdiction of the State and Federal courts in the City of Chicago and County of Cook, Illinois. Each Party hereby represents and warrants that the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind such Party thereto. This Agreement contains the entire agreement between the Parties with respect to the matters set forth herein and supersedes all prior written and oral agreements between the Parties with respect to the matters set forth herein. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by electronic or facsimile transmission, and electronic or facsimile copies of executed signature pages shall be binding as originals.

 

SCHEDULE 1

SHIPBOB  REFERRAL PROGRAM GUIDE AND PAYMENT TERMS

1. Application Process

To join ShipBob’s referral program (the “Referral Program”)the Referrer must complete the ShipBob’s Referral Program application online at https://www.shipbob.com/partner-request/ or through PartnerStack.  Referrer must provide accurate and truthful information in the application in order to join this program.  In this regard, Referrer certifies and represents that the information included in the Referrer’s Referral Program application is truthful, accurate, and complete.  Only a complete Referrer Program application will be accepted.  ShipBob reserves the right and discretion to reject any Referral Program application in its sole discretion. ShipBob will review the Referral Program application and notify the Referrer of its acceptance into the Referral Program via email.

The following is required from each Referrer as part of the application process:

A. Information about the Referrer:

• Contact email address
  • Referrer website (if not an individual)
  • City
  • Country
  • Business type
  • Size of the business team
  • Number of clients

B. Referrer must complete Form W-9 for a U.S.-based Referrer, or Form W-8BEN or W-8BEN-E (for non-U.S. based Referrers).

C. Referral Fee bank payment details.

2. Referral Program Tiers and Referral Fees

The following chart illustrates the Referrer tiers, tier qualifications, applicable commission percentage, and the applicable commission period:

Tier	Referral Fee	Commission Period
ShipBob Partner	2%	2 years

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ShipBob will pay Referrer the Referrer Fees based on the applicable percentage of Net Revenue from sales of ShipBob services to Qualified Customer leads from Referrer during the applicable commission period noted above (“Commission Period”).  “Net Revenue” means the amount actually paid to ShipBob by a Qualified Customer during the Commission Period, net of any discounts, credits, chargebacks, refunds, taxes payable on such sales, and marketing and customer development costs (e.g., travel, entertainment, meals, and lodging directly related to marketing and sales to Qualified Customers).

3. Potential Qualified Customers

Only customer leads that satisfy the criteria of a Qualified Customer and that purchase ShipBob services directly from ShipBob will qualify for the Referral Fees.  For the avoidance of doubt, a customer lead that was previously submitted by another referrer partner, is a current customer of ShipBob, or has previously purchased ShipBob services from ShipBob will not qualify as a Qualified Customer of Referrer.  Qualified Customer leads can be submitted to ShipBob as follows:

Direct email introduction to ShipBob’s partner manager;

Via a completed Form using PartnerStack platform (available at https://dash.partnerstack.com/handshake)

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4. Training

Upon reasonable request by Referrer, ShipBob will make good faith efforts to provide Referrer with training focused on the marketing and promotion of ShipBob’s services. In addition, ShipBob may require that Referrer participate in mandatory training prior to generation of any Qualified Customer lead or payment of Referral Fees. ShipBob may change any such training it provides from time to time in its sole discretion.

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6. Meetings

At the request of ShipBob, the Referrer agrees to meet, either in person or via teleconference, no less frequently than twice every calendar year to discuss the status of the relationship contemplated herein.