AUCTANE MASTER SERVICES AGREEMENT

This Auctane Master Services Agreement (“Agreement”) is by and between Auctane LLC, a Texas limited liability company, together with its Affiliates (as defined below) (“Auctane”), with principal offices at 4301 Bull Creek Rd., Austin, Texas 78731, and (“Company”), each individually referred to as a “party” and collectively as the “parties”, and effective (“Effective Date”) upon the date of electronic acceptance of this agreement.

1.     Description of Programs

The services to be provided under this Agreement, and related terms and conditions, shall be separately negotiated and specified in writing as described in one or more Exhibits hereto (each a “Program” and, collectively, the “Programs”), which are incorporated herein by reference.  Each party shall bear all its own costs and expenses in connection with the Program(s) unless otherwise expressly agreed to in writing by the other party.

2.              Payments

Each party will make payments to the other party in accordance with the terms and conditions set forth in the applicable Exhibit. 

3.              Trademarks; Publicity

Auctane, the owner of all Auctane trademarks and logos (the “Auctane Marks”), hereby grants to Company the non-exclusive, non-transferable, non-sublicensable limited right to use the Auctane Marks solely in connection with fulfilling its obligations under this Agreement. All such uses of the Auctane Marks must be pre-approved in writing by Auctane before any publication thereof and Company agrees to use the Auctane Marks only in the manner approved by Auctane. The permission granted herein shall end upon the termination of this Agreement, and may be earlier terminated by Auctane upon written notice. Company acknowledges and agrees that Auctane is the owner of the Auctane Marks, and shall take no action inconsistent with Auctane’s ownership in the Auctane Marks.

Company, the owner of the Company trademarks and logos (the “Company Marks”), hereby grants to Auctane the non-exclusive, non-transferable, non-sublicensable limited right to use the Company Marks solely in connection with fulfilling its obligations under this Agreement. All such uses of the Company Marks must be pre-approved in writing by Company before any publication thereof and Auctane agrees to use the Company Marks only in the manner approved by Company. The permission granted herein shall end upon the termination of this Agreement, and may be earlier terminated by Company upon written notice. Auctane acknowledges and agrees that Company is the owner of the Company Marks, and shall take no action inconsistent with Company’s ownership in the Marks.

No party may release any advertising, sales, promotional, press release, statement or other publicly available materials which identify or refer to this Agreement or any other party without such other party’s prior written consent.

4.              Confidentiality

”Confidential Information” means all technical, product, business, financial, and other information disclosed by one party (“disclosing party”) to the other party (“receiving party”). Confidential Information includes but is not limited to information pertaining to the terms and conditions of this Agreement and the business arrangements described herein, research and development, trade secrets, computer programs, source code, documentation, projections, marketing plans, customer identity, and business methods. The receiving party agrees: (a) not to disclose any Confidential Information of the disclosing party to third parties other than to receiving party’s directors, officers, employees and consultants (and to those of its Affiliates) on a need-to-know basis to perform its obligations under this Agreement and who are bound pursuant to a written agreement by confidentiality obligations with the receiving party that are no less restrictive than those set forth in this Agreement; and (b) not to use any Confidential Information of the disclosing party for any purpose except as necessary to perform its obligations under this Agreement. The receiving party shall take all reasonable measures to preserve the confidentiality, and avoid the disclosure, of the disclosing party’s Confidential Information. Such reasonable measures shall be no less than those procedures and controls the receiving party employs to protect its own confidential information of like importance. 

The receiving party agrees that its covenant not to disclose or use the disclosing party’s Confidential Information hereunder shall not apply to any information that: (i) is or at any time becomes a part of the public domain through no violation of this Agreement by the receiving party or its Affiliates; (ii) is independently discovered or developed by the receiving party or its Affiliates without use of or reliance on the disclosing party’s Confidential Information; (iii) is rightfully obtained by the receiving party or its Affiliates from a third party under no obligation of confidentiality to the disclosing party; or (iv) is already known to, or in the possession of, the receiving party or its Affiliates at the time of the disclosure. “Affiliate” means, with respect to a party, any person or entity that is controlled by, controls or is under the same control as the party.

The receiving party shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government provided that notice, to the extent legally permitted, is promptly given to the disclosing party so that a protective order may be sought, and other efforts employed to minimize the required disclosure. The receiving party shall reasonably cooperate with the disclosing party in seeking the protective order and engaging in such other efforts.

The receiving party acknowledges that the disclosing party shall have the right to take all reasonable steps to protect its Confidential Information, including, but not limited to, seeking injunctive relief and any other remedies as may be available at law or in equity in the event the receiving party does not, or threatens not to, fulfill its obligations under this Agreement.

Confidential Information shall at all times remain the property of the disclosing party. Except as expressly set forth herein, nothing in this Agreement is intended to grant any rights to either party under any intellectual property rights of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party. 

Upon the disclosing party’s written request, the receiving party shall promptly destroy or deliver to the disclosing party all Confidential Information received from the disclosing party, including any documents, notes, or other physical embodiments of, reflecting, or derived from the Confidential Information (including any copies thereof), that are in the receiving party’s possession or control; provided, however, that a single archival copy of all Confidential Information may be retained by the receiving party’s legal department for dispute resolution purposes only. 

5.              Term and Termination

This Agreement will commence on the Effective Date and continue in full force and effect until terminated as set forth herein (“Term”).   

Either party may terminate this Agreement or any Program by written notice if the other party (i) commits a material breach of this Agreement or any Program, which breach, if capable of being cured, is not cured within thirty (30) days of written notice, (ii) terminates or suspends its business; (iii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iv) becomes subject to any bankruptcy or insolvency proceeding that is not rescinded within sixty (60) days. Except as otherwise expressly provided in this Agreement or in any Program, upon termination, (i) all rights granted to the parties in this Agreement or in any Program, as applicable, shall immediately cease, (ii) each party must promptly remove all links to the other party’s websites and cease using all marketing materials, Confidential Information, trademarks, logos, and any other information or materials belonging to the other party or otherwise related to the Program, and (iii) each party may take any and all actions necessary to disable the other party’s participation in the Program. The termination of this Agreement shall result in the immediate termination of all Programs. The termination of any one Program shall not result in the termination of any other Program or this Agreement; provided, however, that if no Programs remain outstanding hereunder for a period of six months, this Agreement shall automatically terminate. Provisions which by their nature should survive termination or expiration in order to be given full effect, including but not limited to the provisions of Sections 4 and 5 (this last sentence only), and 9 through 11, will survive such termination or expiration.

6.              Relationship of Parties

The parties to this Agreement are independent contractors and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or imposes any liability attributable to such a relationship upon either party. This Agreement does not grant either party any right, power or authority to enter into any agreement for, or on behalf of, or to create, assume or incur any obligation or liability of, or to otherwise bind, the other party. Neither party shall be liable or responsible for any acts, omissions or liabilities of the other party. In no event shall either party take any actions that would expressly or impliedly create the impression that such party is an employee or agent of the other party or its affiliates. Without limiting the generality of the foregoing, neither party has authority to make or accept any offers or representations on behalf of the other party and neither party shall make any statement, whether on its website or otherwise, that reasonably would be deemed to contradict anything in this Section 6.

Notwithstanding anything to the contrary, unless otherwise expressly agreed to by a party in writing: (i) nothing in this Agreement is intended to restrict or prohibit a party from marketing or selling any products or services to any actual or potential customers of the other party, even if such products or services are similar to or competitive with one or more of the products or services marketed or sold by such the other party in connection with a Program; and (ii) each party understands and specifically acknowledges that the other party may, directly or indirectly, market or sell, various products or services that are similar to or competitive with one or more of the products or services marketed or sold by such party in connection with a Program, and that each party may, at any time during or after the term of this Agreement, enter into relationships or arrangements with various third parties on terms that may be similar to those contained in this Agreement.

7.              Responsibilities

Unless otherwise expressly provided in writing, each party is solely responsible for all aspects of the development, operation, and maintenance of its website, its product and service offerings, and all related materials, including, but not limited to, customer service and support, order entry, payment processing, technical operations of its website, all related equipment, and the accuracy and propriety of related materials. Additionally, each party shall (a) conduct all activities hereunder in accordance with the highest industry standards and in compliance with all applicable laws, rules, regulations, and directives, including, but not limited to, those relating to email marketing and “spamming”; (b) not engage in any email, other marketing or promotion, fax, broadcast, telemarketing or any other similar marketing methods with respect to the other party, online or offline, without the prior written consent of the other party in each instance; (c) not use any “malware” or “spyware” (including, but not limited to, pop-up banners that hide banners that are displayed on a website, icons placed beside keywords found in text that if clicked will take the visitor to another website, or other similar practices or techniques); (d) not make any false or misleading representations or statements with respect to the other party; (e) not engage in any other practices which may affect adversely the credibility or reputation of the other party, including but not limited to, using any website in any manner, or having any content on any website, that promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal activities or that violates any intellectual property or other proprietary rights of any third party; (f) comply with all marking requirements, including but not limited to patent, copyright, trademark, and confidentiality notices, issued by the other party from time to time; (g) to the extent applicable, ensure that its personnel are knowledgeable regarding the proper demonstration, use, and sale of the other party’s products or services associated with the relevant Program(s) as well as the relevant specifications, features and advantages of such products and services, and that its personnel comply with any quality standards regarding sales, service, and support that the other party may make available from time to time; (h) not, and refrain from allowing or authorizing others to, reverse engineer, reverse compile or disassemble the other party’s products, other than in a manner specifically allowed by applicable law notwithstanding any contractual restrictions; and (i) not engage in any marketing or promotional activity related to the other party in any unauthorized area, location, territory or jurisdiction, as defined by the other party.

8.              Representations and Warranties

Each party hereby represents and warrants to the other party that it has the requisite authority to enter into this Agreement and to perform all of its obligations hereunder, and that this Agreement has been duly and validly executed and delivered by such party and constitutes a legal, valid, and binding obligation, enforceable against such party in accordance with its terms. Each party shall comply with all applicable laws, rules, regulations, directives (and governmental obligations) that relate to data protection and security, privacy and the use of information relating to individuals and/or the information rights of individuals, which may include, but may not limited to the General Data Protection Regulation (EU) 2016/679 (GDPR) and the California Consumer Privacy Act of 2018.

9.              Limitations of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, THE PROGRAM(S) OR ANY PRODUCTS OR SERVICES, AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. EACH PARTY UNDERSTANDS AND ACKNOWLEDGES THAT THE PROGRAM(S) AND THE PRODUCTS OR SERVICES MAY NOT SATISFY THE REQUIREMENTS OF IT OR ANY THIRD PARTY. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY THAT ANY ASPECT OF ITS PERFORMANCE HEREUNDER, OR THE PROGRAM(S) WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

EXCEPT FOR BREACH OF CONFIDENTIALITY AND THIRD PARTY DAMAGES AWARDED PURSUANT TO INDEMNIFICATION OBLIGATIONS, (A) NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, THE PROGRAM(S), ANY PRODUCTS OR SERVICES, OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS, OR DATA) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, AND (B) EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS PAID UNDER THE APPLICABLE PROGRAM DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM FOR DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

10.           Indemnification

Each party shall indemnify, defend and hold harmless the other party and its Affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives from all third party demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs, and expenses (including reasonable fees and disbursements of counsel) (collectively, “Claims”) arising from or relating to any actual or alleged infringement or misappropriation of any U.S. patent, trademark, copyright or trade secret or any actual or alleged violation of any other intellectual property rights, in either case, arising from or in connection with the use, sale, offering to sell, marketing or manufacturing of any product or service offered or provided by the indemnitor under this Agreement, except where such infringement or misappropriation arises out of or results from the use of such service or offering in combination with other products, equipment, software, or data not supplied or authorized by the indemnitor.

The indemnity obligations set forth in this Section 10 are contingent upon: (a) the indemnitee giving prompt written notice to the indemnitor of any such Claim(s); (b) the indemnitor having sole control of the defense or settlement of the Claim; and (c) at the indemnitor’s request and expense, the indemnitee cooperating in the investigation and defense of such Claim(s).

11.           Miscellaneous

Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed.  All notices shall be sent to the applicable address specified on the first page hereof or to such other address as the parties may designate in writing. Any notice of material breach hereunder shall clearly define the breach including the specific contractual obligation that has been breached.

Neither party may transfer, assign or delegate all or any part of this Agreement or any of its rights or duties under this Agreement without the prior written consent of the other party, and any attempt to do so shall be void; provided, however, that any party may assign any of its rights or delegate any of its duties to (a) an acquirer of all or substantially all of the equity or assets of that party or (b) the surviving entity in any merger, consolidation, equity exchange, or reorganization involving that party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, acquirers, administrators, heirs, and assigns. Company grants to Auctane and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Company under this Agreement. This Agreement, including any exhibits, schedules or addenda incorporated herein, shall constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. Any signed copy of this Agreement made by reliable means (e.g., photocopy or facsimile) shall be considered an original. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.  No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.  Each provision of this Agreement is a separately enforceable provision.  If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF ANY STATE OR JURISDICTION.  ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN AUSTIN, TEXAS AND EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.

IN WITNESS WHEREOF, each of the undersigned parties hereto has caused its duly authorized representative to execute this Agreement, intending to be legally bound hereby, as of the Effective Date.

Exhibit I

Alliance Partner Program

Reference is hereby made to the Auctane Master Services Agreement, dated as of the date accepted by you (the “Alliance Partner”) via the Auctane Partner Portal or other Auctane website (“Partner Portal”), between Auctane LLC, together with its Affiliates (“Auctane”), and the Alliance Partner (the “Agreement”). Unless otherwise expressly set forth in writing herein, the terms and conditions of the Agreement shall govern this Alliance Partner Program (“Program”), and in the event of any conflicting terms, the terms and conditions of this Program shall prevail. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement. This Program shall be effective as of the date accepted by the Alliance Partner (“Program Effective Date”). “Contract Year” means any 12-month period during the term of this Program that commences on the Program Effective Date or any one-year anniversary thereof.

1.      DESCRIPTION OF THE ALLIANCE PARTNER PROGRAM

The Alliance Partner will use commercially reasonable efforts to market and promote the Auctane products and services described in this Program. In consideration of the Alliance Partner’s efforts hereunder, Auctane will provide the Alliance Partner with the benefits specified in this Program. Each party shall bear all its own costs and expenses in connection with this Program unless otherwise expressly agreed by the other party in writing. This Program is non-exclusive and both parties reserve the right to contract with other entities for the same or similar services.

2.      PARTNER PROGRAM LEVELS

Auctane offers four distinct partner program levels – Associate, Member, Preferred, and Elite (each a “Partner Tier”). The Alliance Partner can attain the desired Partner Tier by satisfying the applicable requirements described in the table immediately below. “MRR” refers to monthly recurring service fees.

3.     PAYMENT TERMS AND CONDITIONS

A.     Referrals; Revenue Share

The Alliance Partner shall refer to Auctane potential new customers and end users (“Auctane Prospects”) of ShipStation®, ShippingEasy®, ShipWorks® and ShipEngine® (each an “Auctane Product”) through the Alliance Partner’s internal sales and marketing efforts. In consideration of these efforts, Auctane shall pay the Alliance Partner a one-time revenue share in the form of member points (“Points”) according to the table set forth on Schedules 1 and 2, for each New Auctane Customer. One Point is valued at USD$0.01. Points may be redeemed for cash and certain co-marketing opportunities and products via the Partner Portal. “New Auctane Customers” means any Auctane Prospect that (i) is referred to Auctane through the direct efforts of the Alliance Partner pursuant to this Program, (ii) is not an existing customer, and has not previously been a customer, of Auctane, (iii) has not been previously referred to Auctane under another referral code, (iv) signs up for an Auctane Product with MRR, as identified by a referral code that is transmitted to Auctane at the time of the referral and tracked by the parties, and (v) remains a customer after the first completed billing cycle. The Alliance Partner understands and acknowledges that Auctane may not collect service fees during a promotional or free trial period of a customer’s service, and that in such an event no revenue share will be due to the Alliance Partner until the service becomes active and service fees are actually collected from the customer. Auctane will provide the Alliance Partner with access to Auctane’s lead generation and tracking system available on the Partner Portal to ensure that all leads, commissions and bounties are tracked accurately.

B.     Membership Benefits. The Alliance Partner will also be eligible to receive the following benefits:

1.      Partner Perks

·     Partner badge corresponding to Partner Tier

·     Certification badge upon completion of training courses for the applicable Partner Tier

·     Free Auctane developer account

·     Access to Auctane Partner Manager for Preferred and Elite

2.      Access to Auctane Marketing Resources

Subject to availability:

·     Preferred and Elite tiered Alliance Partners will be able to leverage marketing resources offered by Auctane in the ecommerce ecosystem to grow mutual business, including:

                             i.     Listing on the Auctane Partner Directory, partner page, and in-app branding tile

                            ii.     Unique referral link

                           iii.     Content marketing opportunities

                           iv.     Access to exclusive sales and marketing assets

                            v.     Sponsorship opportunities of Auctane events

                           vi.     Assignment of dedicated Partner Marketing Manager for Preferred and Elite

·     For Preferred and Elite, Auctane will coordinate professional development sessions on the Alliance Partner’s products and/or services for the benefit of the Auctane sales and marketing teams annually. The form, content, staffing and timing of any such professional development sessions will be mutually agreed by the parties in advance.

·     For Preferred and Elite, Auctane will provide the Alliance Partner with priority support that includes a dedicated team assigned to the applicable system integrator partners, priority telephone support, Slack channel access to confidential technical materials, and developer resources when deemed required by Auctane.

·     For Preferred and Elite, Auctane will display the Alliance Partner’s company logo or other mark on one or more of its applicable partner pages, subject to the Alliance Partner’s prior written consent. The placement and other specifications thereof will be determined by Auctane at its sole discretion, subject to logo/brand usage guidelines provided by the Alliance Partner. The Alliance Partner may request removal upon fifteen days’ written notice.

·     For Preferred and Elite, Auctane will provide sales assistance on any new opportunity referred by the Alliance Partner.

·     From time to time, Auctane, in its sole discretion, may make various marketing or promotional materials relating to Auctane and the Auctane Products (“AuctaneMarketing Materials”) available to the Alliance Partner as part of this Program. The Auctane Marketing Materials are provided on an AS IS and AS AVAILABLE basis, WITH ALL FAULTS and WITHOUT WARRANTY of any kind, and nothing contained in any Auctane Marketing Materials shall in any way be deemed a representation or warranty of the Auctane Products. As between Auctane and the Alliance Partner, the Auctane Marketing Materials shall always be the sole and exclusive property of Auctane, and no rights of ownership shall at any time vest with the Alliance Partner even in such instances where the Alliance Partner has been authorized by Auctane to make changes or modifications to the Auctane Marketing Materials. The Alliance Partner shall display and use the Auctane Marketing Materials solely for the purpose of marketing and promoting this Program and shall not alter, amend, adapt or translate the Auctane Marketing Materials without Auctane’s prior written consent. The Alliance Partner shall cease any and all use and display of the Auctane Marketing Materials immediately upon request by Auctane.

C.     Agreements with New Auctane Customers.

Auctane holds the sole right to negotiate, create and/or execute any agreement or contract with customers referred by the Alliance Partner. The availability of and prices for the Auctane Products offered by Auctane may vary from time to time and Auctane reserves the absolute right to modify any of its Auctane Products, including any terms relating to pricing, rules and policies at any time in its sole discretion.

4.      ALLIANCE PARTNER RESPONSIBILITIES

A.      Maintain Knowledge of Auctane Products. The Alliance Partner agrees to maintain active and up-to-date knowledge of the Auctane Products, including their technical capabilities.

B.      Specified Marketing Efforts. The Alliance Partner agrees to:

1.      Display one or more of Auctane’s logos/marks and website links on the Alliance Partner’s website, subject to Auctane’s prior written consent. The placement of such marks and other specifications thereof will be determined by the Alliance Partner in its sole discretion, subject to logo/brand usage guidelines provided by Auctane to the Alliance Partner from time to time. Auctane may request removal of its marks upon forty-eight hours’ written notice.

2.      Refer to Auctane as its preferred shipping partner and to the Auctane Products as its preferred shipping products in communications to its customers and prospective customers.

3.      Conduct ongoing awareness campaigns to its customers and prospective customers about the Auctane Products. The Alliance Partner agrees to notify, and obtain written approval from, Auctane prior to initiating any such customer awareness campaigns. Examples of such campaigns include:

·     Direct Marketing – inclusion of Auctane Products in quarterly email, blog posts or newsletter marketing.

·     Social Media – inclusion of Auctane Products in social media campaigns – Facebook, Twitter, etc.

·     Event Marketing – inclusion of Auctane Products in Alliance Partner-led conferences, seminars or user workshops.

·     Case Studies – creation of customer case studies focused on improvements to order fulfillment as a result of using the Auctane Products.

4.      Make reasonable efforts to ensure that any pricing or other marketing information provided to its customers and prospective customers or otherwise made available on any website or other publicly available materials, online or offline, is accurate to the Alliance Partner’s best knowledge.

C.     Cooperation with Auctane.

1.     The Alliance Partner agrees to participate in quarterly business reviews with Auctane (on-site or virtual).

2.     The Alliance Partner will coordinate professional development sessions on the Auctane Products for the benefit of the Alliance Partner’s sales and marketing teams annually. The form, content, staffing and timing of any such professional development sessions will be mutually agreed by the parties in advance.

3.     The Alliance Partner will educate and train internal personnel who support the Auctane Products.

4.     The Alliance Partner will offer meaningful co-marketing opportunities from time to time.

5.      TERM AND TERMINATION

A.      Term. This Program shall continue in full force and effect for an initial term of one (1) year, and shall automatically renew for successive one-year terms annually thereafter unless written notice of nonrenewal is given by a party at least ninety (90) days prior to the end of the then-current term. Either party may terminate this Program upon the occurrence of certain termination events, as described in Section 5 of the Agreement. Any Alliance Partner that is not engaged in reasonable efforts to market and promote the Auctane Products over a six-month period will be reverted to the Associate Partner Tier.

B.      Modification; Termination. Except as otherwise expressly prohibited or limited by applicable laws, Auctane may in its sole discretion modify the structure of this Program, the terms and conditions of this Program (including any provisions that relate to Partner Tiers and partner requirements) or terminate this Program, for any reason or no reason at all, by providing thirty (30) days’ prior written notice to the Alliance Partner. The Alliance Partner is responsible for remaining knowledgeable of program rules and any program rule changes. The Alliance Partner’s continued participation in this Program will constitute its acceptance of any such program rule changes. All interpretations of program rules are at Auctane’s sole discretion, and Auctane’s decisions will be final.

C.     Effect of Termination. Upon termination of this Program, each party shall immediately discontinue all marketing and promotion of the other party’s products and services under this Program and cease using the other party’s Confidential Information. Each party may take all actions necessary to disable participation in this Program. Upon termination of this Program, Auctane’s obligations to pay the revenue share as outlined in Section 3 shall cease as of the date of termination.

D.     Expiration of Benefits; Non-Transferability of Benefits. Points cannot be earned by an Alliance Partner after this Program has terminated or the Alliance Partner’s participation in this Program has been terminated. Unless prohibited by law, unused Benefits (as defined below) automatically are forfeited upon termination of this Program or when an Alliance Partner’s account is cancelled or terminated or the Alliance Partner’s participation in this Program otherwise is terminated. Benefits are nontransferable, have no cash value (except as expressly set forth herein), may not be sold, bartered or purchased, and are not redeemable for cash under any circumstances except as expressly set forth herein or required by law. Benefits do not constitute property of the Alliance Partner and are not transferable upon death, as part of a domestic relations matter, or otherwise. Benefits of this Program may be taxable where required by law. Any tax liability, including disclosure, connected with the receipt or use of Benefits is the sole responsibility of the Alliance Partner. Accrual and redemption of Points are void where prohibited by applicable laws or regulations and are subject to change as may be necessary to comply with such laws or regulations. “Benefits” refers to Points, perks, accounts, membership, offers and rewards provided under this Program.

E.      Previous Agreement. This Program, together with any other terms and conditions, rules, or regulations incorporated herein or referred to herein constitute the entire agreement between Auctane and the Alliance Partner relating to the subject matter hereof, and supersede any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on the Partner Portal website. Upon acceptance of this Program, the Alliance Partner agrees that any existing revenue sharing program between Auctane and the Alliance Partner terminates, and any outstanding revenue sharing payments will cease to be paid as of December 31, 2021.

F.      Language. In the event of any discrepancy between the English version and any translated version of these program rules, the English language version will govern. ///

Schedule 1

United Kingdom Member Points by Partner Program Level

Schedule 2

United States Member Points by Partner Program Level

Exhibit II

Auctane Services Program

Reference is hereby made to the Auctane Master Services Agreement, dated as of the date accepted by you (the “Alliance Partner”) via the Auctane Partner Portal or other Auctane website (“Partner Portal”), between Auctane LLC, together with its Affiliates (“Auctane”), and the Alliance Partner (the “Agreement”). Unless otherwise expressly set forth in writing herein, the terms and conditions of the Agreement shall govern this Auctane Services Program (“Program”), and in the event of any conflicting terms, the terms and conditions of this Program shall prevail. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement. This Program shall be effective as of the date accepted by the Alliance Partner.

1.     DESCRIPTION OF AUCTANE SERVICES PROGRAM

A.      Generally. Auctane administers a program under which it offers various onboarding, optimization, training, integration and other services, which are provided by Auctane personnel as well as third-party solution providers, to its current and prospective customers (“Customers”) at a fixed rate or price (“Service Fee”). The services are described on Attachment A to the ShipStation Services Agreement, which is available at https://info.shipstation.com/services-agreement or any successor URL (“Services”). Auctane maintains administrative authority over program requirements and is responsible for marketing the program to Customers. If the Alliance Partner elects to participate in this Program as a third-party solution provider, Auctane will provide resources to assist the Alliance Partner in identifying the required Services, required product training, roles, responsibilities and deliverables. Any intellectual property that is made, discovered, created, invented or generated by the Alliance Partner in performing Services that relate to Auctane’s products and/or services shall be owned by Auctane. Each party shall bear all its own costs and expenses in connection with this Program unless otherwise expressly agreed by the other party in writing. This Program is non-exclusive and both parties reserve the right to contract with other entities for the same or similar services.

B.      Process. Auctane will, from time to time, refer to the Alliance Partner opportunities to provide the Services. If the Alliance Partner accepts the offer, the Alliance Partner will execute a service offering package that includes, among other things, detailed instructions on how to perform and complete the Services. In addition to the instructional material, Auctane will provide resources in the form of training sessions, live support and service offering checklists to support delivery by the Alliance Partner. The Alliance Partner agrees to comply with all program requirements, including completing onboarding checklists, conforming with quality guidelines, successfully delivering the Services, and submitting proof documentation to Auctane within seven days of completing the Services.

C.     Personnel. The Alliance Partner is required to have at least one full-time staff member certified on (or have previously completed) program requirements on the Partner Portal. The Alliance Partner will also be required to identify internal and external (Customer) contacts for the following roles:

1.     Primary Customer Contact – this individual will represent the primary user contact and will provide the Alliance Partner with the necessary login information, API credentials and data in order to complete delivery.

2.     Project Lead – this individual from the Alliance Partner’s team will manage communications with the Primary Customer Contact in order to gain necessary information for project completion. This individual will also manage communications with the Auctane team throughout delivery.

3.     Document Manager – this individual from the Alliance Partner’s team will assume the responsibility of maintaining records confirming the delivery of the Services and reporting back to Auctane upon completion.

2.     PAYMENT TERMS AND CONDITIONS

1. The Alliance Partner agrees to accept the publicly advertised Service Fee as payment for its Services, less a 20% referral fee (“Retention Fee”), which shall be payable to Auctane.

2. The Alliance Partner will invoice Auctane for the Services within seven days of completing the Services. Auctane will pay all applicable Service Fees, after deducting all applicable Retention Fees, in the month immediately following the month in which the Services were completed, or as otherwise agreed by the parties in writing.

3. The Alliance Partner may market, offer and sell the Services directly to its own customers and prospective customers with no Retention Fee due to Auctane. However, if the Alliance Partner receives a referral for Services from Auctane under this Program, the Alliance Partner will not, nor attempt to, provide the Services directly to the Customer, outside of the parameters of this Program, without Auctane’s prior written consent.

3.     TERM AND TERMINATION

A.     Term. This Program shall continue in full force and effect for an initial term of one (1) year, and shall automatically renew for successive one-year terms annually thereafter unless written notice of nonrenewal is given by a party at least ninety (90) days prior to the end of the then-current term. Either party may terminate this Program upon the occurrence of certain termination events, as described in Section 5 of the Agreement.

B.     Effect of Termination.Upon termination of this Program, each party shall immediately discontinue all marketing and promotion of the other party’s products and services under this Program and cease using the other party’s Confidential Information. Neither party shall have any further obligations under this Program, and each party may take all actions necessary to disable participation in this Program, except for obligations accruing prior to the date of termination, including without limitation the performance and completion of any Alliance Partner Services agreed prior to the date of termination and Auctane’s applicable payment obligations for completed Services.

C.    Language. In the event of any discrepancy between the English version and any translated version of these program rules, the English language version will govern.