ShipBob Referral Terms and Conditions
Date of Last Revision: May 11, 2026
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 through the PartnerStack website, 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.
7. 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 identified in the Referrer’s dashboard, 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.
8. 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.
9. Survival. The provisions of Sections 4-12 shall survive the termination or expiration of this Agreement.
10. 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.
11. 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.
12. 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 and the applicable Referral Fee for each Qualified Customer referred. Referral Fees will be paid quarterly in arrears (prorated for partial quarters) for twelve (12) months from the go-live date of the referred Qualified Customer (the “Commission Period”). The “go-live date” is the date in which the Qualified Customer begins using ShipBob for services. ShipBob shall determine in its sole discretion the tier into which each Qualified Customer falls, and the applicable tier assignment for each Qualified Customer will be visible to Referrer on its dashboard in PartnerStack.
| Tier | Referral Fee | Commission Period |
| SMB | $1,000 | 12 months |
| MM | $10,000 | 12 months |
| WMS | $10,000 | 12 months |
ShipBob will pay Referrer the applicable Referral Fee set forth in the table above for each Qualified Customer referred by Referrer that becomes a Qualified Customer of ShipBob. Referral Fees will be paid in equal quarterly installments, in arrears, over the twelve (12) month period beginning on the go-live date of the referred Qualified Customer (the “Commission Period”). If a Qualified Customer ceases to be a paying customer of ShipBob during the Commission Period, no further Referral Fee installments shall accrue or be payable with respect to that Qualified Customer.
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:
a) Direct email introduction to ShipBob’s partner manager; or
b) Via a completed Form using PartnerStack platform (available at https://dash.partnerstack.com/handshake).
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.
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.
Affiliate Program Terms & Conditions
Date of Last Revision: May 11, 2026
This Affiliate Marketing Program Agreement (the “Agreement”) contains the terms and conditions that apply to your participation in the ShipBob Affiliate Marketing Program (the “Program”).
Please read this Agreement carefully. By clicking “I accept” or by participating in the Program, you represent that you (“Affiliate”, “you” or “your”) have read, fully understand and agree to, and have the legal capacity and authority to agree to be bound by the terms of this Agreement with ShipBob, Inc. (“ShipBob”, “we”, “us” or “our”). If you do not agree to these terms, do not participate in the Program.
1. Enrollment. You may apply to participate in the Program by providing all the information required by ShipBob in connection with becoming a ShipBob marketing affiliate and by accepting the terms of this Agreement. After receiving your application, we will review your website and notify you of your acceptance or rejection into the Program. We reserve the right to accept or reject your application in our sole discretion; however, we encourage you to contact us if you feel we have made an incorrect decision (including all of the websites that you use in your profile will help us make a better decision). If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program from time to time, up and until the time that this Agreement is terminated.
2. Website Restrictions. Your participating website(s) (“Your Website”) may not: (a) infringe on our or anyone else’s intellectual property, publicity, privacy or other rights; (b) violate any law, rule or regulation; (c) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contain nudity, pornography or sexually explicit materials; (d) contain any viruses, malicious code, malware, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information; (e) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website; or (f) mislead customers as to the products or services available on Your Website or on ShipBob’s websites (www.shipbob.com).
3. Linking to ShipBob’s Website. Upon acceptance into the Program, links to URLs designated by ShipBob (the “Links”) will be made available to you through the ShipBob/PartnerStack affiliate website (the “ShipBob Affiliate Site”). Your acceptance in the Program means you agree to abide by the following: (a) you will only use linking code obtained from the ShipBob Affiliate Site without manipulation; (b) all domains that use your affiliate link must be listed in your affiliate profile on the ShipBob Affiliate Site; (c) you may not advertise ShipBob’s products and services on websites that you do not own; (d) your Website will not in any way copy, resemble, or mirror the look and feel of ShipBob’s websites; (e) you will not use any means to create the impression that Your Website is a ShipBob website or any part of a ShipBob website including, without limitation, framing a ShipBob website in any manner; (f) you may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website; (g) you will not attempt to mask the referring URL information (i.e., the page from where the click is originating); (h) you may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain; (i) you may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site; and (j) you may not use your affiliate links to claim commissions for your own purchases on ShipBob websites.
4. Pay-Per-Click (“PPC”) Guidelines. If you are enrolled in the Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows: (a) you may not bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Facebook, Yahoo or any other network; (b) you may not use our Trademarks in sequence with any other keyword (e.g., “ShipBob Coupons,” “ShipBob Discount Codes,” or “ShipBob Promo”); (c) you may not use our Trademarks in your ad title, ad copy, display name or as the display URL; (d) you may not directly link to the ShipBob Linked Sites from any PPC ad or use redirects that yield the same result and affiliates must be directed to an actual page on Your Website; (e) you may not bid in any manner appearing higher than ShipBob for any search term in position 1-5 in any auction style PPC advertising program; (f) if you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program, and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding; and (g) if you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately and all commissions associated with your violations will be reversed.
5. Advertising and Publicity. Upon acceptance into the Program, ShipBob grants to you a nonexclusive, nontransferable license (the “License”) to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the “Promotional Materials”) for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. You may only use the Promotional Materials to promote the ShipBob Linked Sites (and the products available thereon), and for linking to the ShipBob Linked Sites.You shall use only such links to the ShipBob Linked Sites as are provided to you by ShipBob.You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by ShipBob without consent from ShipBob. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from ShipBob for such alteration of modification. You shall not create, publish, distribute, or print any written materials that make reference to our Program unless you adhere to the following: (a) abide by all applicable laws, rules and regulations, including, without limitation, CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to the distribution of any written materials; (b) e-mails must be sent on your behalf and must not imply that the e-mail is being sent on behalf of ShipBob; and (c) e-mails and any related written materials must first be submitted to ShipBob for approval prior to being sent or ShipBob must be sent a copy of the e-mail.
6. Trademarks and Intellectual Property; Domain Names. Upon acceptance into the Program, ShipBob grants you a limited, non-exclusive, revocable, royalty-free right to use ShipBob’s Trademarks during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between ShipBob and you other than your participation in the Program, or (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All promotional messaging and materials used by you containing such Trademarks shall be subject to ShipBob’s prior written approval. Except for the limited license provided in this Agreement, ShipBob reserves all rights in and to the Trademarks and the goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of ShipBob. You shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement. Your right to use the Trademarks will terminate immediately if you violate any of the terms of this Agreement. For purposes of this Agreement, “Trademarks” means “ShipBob” and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of ShipBob as ShipBob may from time to time notify you to be Trademarks within the meaning of this Agreement. ShipBob retains all right, title, ownership, and interest in the Promotional Materials and Trademarks, including, without limitation, any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with this Agreement. Use of any of our Trademarks as part of the domain or sub-domain (for example shipbob.website.com), including any variations or misspellings, for Your Website is strictly prohibited.
7. Social Media. You may promote ShipBob’s products and services as part of your participation in the Program on Facebook, Twitter, Instagram, YouTube and other social media platforms, or other third-party websites or platforms (collectively, “Social Media Platforms”) provided; however, that (a) you promote offers to your own lists (i.e., you use your affiliate links on your own pages on Social Media Platforms); (b) you may not post your affiliate links on ShipBob’s accounts or pages on Social Media Platforms; (c) you may not run ads on any Social Media Platforms using ShipBob’s Trademarks, including any variations or misspellings; and (d) you may not create an account on any Social Media Platform that includes ShipBob’s Trademarks, including any variations or misspellings.
8. Reversal and Chargeback Policy. ShipBob takes pride in its very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. We reserve the right to reverse orders, set your commission to 0% or suspend you from the Program if (a) you are not forthcoming, intentionally vague, or are found to be lying; (b) you are not responsive within a reasonable time period and after multiple attempts to contact you using the contact information you provided in your network profile; or (c) you cannot substantiate or validate the source of your traffic to the Program with clear and demonstrable proof. It is your responsibility to have appropriate checks and balances in place to proactively address any potential issues that will lead to reversals. Upon ShipBob’s written request, you shall promptly (and in any event within ten (10) business days) provide ShipBob with records and information reasonably necessary to verify your compliance with this Agreement, including traffic logs, referral source data, PPC campaign configurations and negative keyword lists, copies of advertising creative and email campaigns, and records of disclosures required under the FTC’s endorsement rules. ShipBob may, no more than twice per calendar year (or at any time following a suspected material breach), audit your compliance with this Agreement on reasonable prior notice, either remotely or, if necessary, at your place of business during normal business hours. You shall reasonably cooperate with any such audit. If an audit reveals any material non-compliance, you shall reimburse ShipBob for the reasonable costs of the audit and for any Commissions paid to you on traffic attributable to the non-compliance.
9. Relationship of the Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between ShipBob and you. You shall provide services for ShipBob as an independent contractor. You shall have no authority to bind ShipBob to any agreement, nor shall you be considered to be an agent of ShipBob in any respect.
10. Affiliate Representations and Warranties. You represent and warrant to ShipBob, on a continuing basis throughout your participation in the Program, that: (a) you have full right, power, and authority to enter into and perform this Agreement; (b) you own or have all necessary rights to operate Your Website and to use all content, materials, and intellectual property appearing on or distributed through Your Website; (c) your participation in the Program, Your Website, and all content, advertising, emails, and social media posts distributed by you in connection with the Program will comply with all applicable laws, rules, and regulations, including the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, the CAN-SPAM Act, the Telephone Consumer Protection Act, and all applicable data privacy and data protection laws (including GDPR, UK GDPR, CCPA/CPRA, and other U.S. state privacy laws to the extent applicable); (d) you will not make any representation, warranty, or other statement concerning ShipBob or its products or services that is inaccurate, misleading, disparaging, or inconsistent with materials provided by ShipBob; (e) you are not listed on, and are not owned or controlled by any party listed on, any U.S. or other applicable sanctions or denied-parties list (including OFAC’s Specially Designated Nationals list), and you will not use the Program in violation of any applicable sanctions or export control laws; (f) neither you nor any of your personnel will offer, promise, or pay any bribe or other improper payment in connection with this Agreement or the Program, and you will comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption laws; and (g) all information you provide to ShipBob or through the ShipBob Affiliate Site (including in your application, profile, and tax forms) is, and will remain, true, accurate, and complete.
11. Affiliate Commissions and Payment. Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the “Commission”) for the successful completion of Eligible Quotes. An “Eligible Quote” occurs when a customer (not you) clicks-through the link (supplied by ShipBob to you) to the ShipBob Linked Sites and successfully requests a quote from ShipBob. The current rates of Commission shall be set forth on the ShipBob Affiliate Site. ShipBob reserves the right to modify the Commission rate from time to time, in its sole discretion, upon thirty (30) days’ prior written notice to you. ShipBob will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to ShipBob, whether in connection with this Agreement (including any breach hereof by you) or otherwise. All taxes and duties related to or arising from your receipt of the Commission and your participation in the Program are your sole and exclusive responsibility, including, without limitation, all sales tax. You understand and agree that ShipBob will not withhold any taxes or duties or pay any taxes or duties on your behalf. All payment terms are reflected in the PartnerStack insertion order and will be paid out by PartnerStack according to the reflected payment terms set forth therein.
12. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. SHIPBOB DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, SERVICES, PROGRAMS, TRADEMARKS, AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH SHIPBOB WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. SHIPBOB DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SHIPBOB WHATSOEVER.
13. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SHIPBOB BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SHIPBOB’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. INDEMNIFICATION – YOU SHALL INDEMNIFY AND HOLD HARMLESS SHIPBOB FROM AND AGAINST ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY ACT OR OMISSION RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS SHIPBOB FROM AND AGAINST ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE TRADEMARKS OR PROMOTIONAL MATERIALS.
15. Confidentiality.
15.1 Confidential Information. You and ShipBob have each developed certain confidential and proprietary information (“Confidential Information”) including financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives and locations. Confidential Information shall only include such information which is either explicitly designated as “confidential” at the time of disclosure or by its nature is reasonably identifiable as confidential. For purposes of this Agreement, a party disclosing the Confidential Information is the “Discloser” and a party receiving the Confidential Information is the “Recipient.” Confidential Information shall not, however, include any information that Recipient can establish: (a) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser; (b) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Discloser through no action or inaction of Recipient; (c) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.
15.2 Disclosure of Confidential Information. Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Discloser. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder. Recipient may disclose Confidential Information to its officers, directors, employees, contractors, subcontractors, affiliates, or representatives (“Representatives”) who are required to have the Confidential Information in order for the Recipient to perform its obligations under this Agreement, are informed of its confidential nature, and are subject to written confidentiality obligations at least as protective of the Confidential Information as this Agreement. The Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Recipient shall take at least those measures it employs to protect its own Confidential Information of like importance, and shall use no less than a reasonable degree of care in protecting such Confidential Information. The Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information. Notwithstanding the other provisions of this Section, ShipBob reserves the right to disclose Confidential Information to the extent required by law or for purposes of judicial proceedings, or in the event that ShipBob reasonably suspects illegal activity by you.
15.3 Injunctive and Equitable Relief. Recipient acknowledges that any breach or threatened breach by Recipient of the provisions of this Agreement governing Website Restrictions, Linking, PPC Guidelines, Trademarks, Domain Names, Advertising & Publicity, Intellectual Property, or Confidentiality would cause Discloser irreparable harm for which monetary damages would be inadequate, and that Discloser shall be entitled to seek injunctive and other equitable relief to prevent or enjoin any such breach or threatened breach, in addition to any other remedies available at law or in equity, without the requirement to post a bond or prove actual damages.
16. Termination. Your participation in the Program shall begin upon your acceptance as a website marketing affiliate by ShipBob and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause, upon notice to the other party. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall immediately remove all codes and links, references on Your Website regarding ShipBob, and cease any and all use of Promotional Materials, Trademarks, and any other trade or service marks, trade names or any other items received through or used in connection with such Program. Upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. ShipBob reserves the right to terminate the Program at any time upon notice to you.
17. Compliance with Laws. In connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to laws, rules and regulations governing marketing, promotions, data privacy, and data security. Without limiting the generality of the foregoing, you understand and agree that you are fully responsible for compliance with respect to all data privacy laws, rules, and regulations with respect to Your Website and all information collections occurring in relation to Your Website. To comply with the FTC’s disclosure rules regarding endorsements, you shall include a disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure.
18. Modification. We may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term.
19. Governing Law; Jurisdiction. This Agreement and all claims or disputes between the parties shall be governed by the laws of the State of Illinois without regard to its conflicts of law provisions. All claims, lawsuits, causes of action, and disputes between the parties shall be exclusively brought in the state or federal courts located in Chicago, Illinois, and the parties submit to the exclusive personal jurisdiction and venue of these courts.
20. General.
20.1 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
20.2 Force Majeure. ShipBob shall not be liable for, and shall not be deemed in breach of this Agreement as a result of, any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government orders or actions, labor disputes, failures of the Internet or of telecommunications or hosting infrastructure, failures or interruptions of third-party services (including the PartnerStack platform and payment processors), cyberattacks, or power failures. If any such event materially impairs ShipBob’s ability to operate the Program, ShipBob may suspend or terminate the Program (in whole or in part) without liability to you.
20.3 Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of ShipBob, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
20.4 No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right.
20.5 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; upon the date of delivery as confirmed by the third party postal provider; or if sent by certified or registered mail, upon the date of delivery as confirmed by the third party postal service provider.
20.6 Relation to Other Agreements. This Agreement, together with the PartnerStack insertion order referenced in the AFFILIATE COMMISSIONS AND PAYMENT section, sets forth the entire agreement between you and ShipBob with respect to your participation in the Program and supersedes all prior or contemporaneous understandings or agreements, written or oral, on that subject. In the event of any conflict or inconsistency between this Agreement and the PartnerStack insertion order, this Agreement shall control, except solely with respect to payment mechanics and timing, which shall be governed by the PartnerStack insertion order. No terms on any purchase order, invoice, or other document issued by you shall modify or supplement this Agreement, and any such terms are expressly rejected.
20.7 Contacting ShipBob. If you have questions, please contact ShipBob at:
ShipBob, Inc. 120 N Racine Ave.,Chicago, IL 60607
Email Address: [email protected]
Telephone number: (844) 474-4726
