ShipperHQ Partner Program Agreement

THIS NON-EXCLUSIVE AGREEMENT ("the Agreement") between Zowta LLC d/b/a ShipperHQ, an Ohio Limited Liability Corporation with a primary place of business at 15511 Hwy 71, Ste 110 # 116 Bee Cave TX 78738 ("ShipperHQ") and ("Partner"). ShipperHQ and Partner (each individually a "Party" and collectively the "Parties") acknowledge the following:

WHEREAS ShipperHQ offers a program wherein members of the program receive certain benefits as described in this Agreement ("ShipperHQ Partner Program") and Partner wishes to become a member of such program, the Parties hereby agree as follows:

1. General Provisions

1.1 The Parties to this agreement are independent contractors. Neither Party is an agent, representative or Relative Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability or, or to otherwise bind, the other Party.

1.2 This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

1.3 This Agreement sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein.

2. Technical Responsibilities of ShipperHQ

2.1 Alert Partner in a timely manner of any downtime, updates or changes to services and/or software offered by ShipperHQ in use by Partner or Partner clients.

2.2 Provide access to the ShipperHQ support team for training regarding how and when to pass ShipperHQ questions to the support team.

2.3 Provide access to priority support to Partner for technical information and questions around configuration, installation and shipping in general.

2.4 Provide timely support directly to clients on any issues related to ShipperHQ. ShipperHQ may require payment from the client for support exceeding the standard support described in the ShipperHQ license agreement applicable to the client.

3. Marketing Responsibilities of Partner

3.1. Use best efforts to promote and market ShipperHQ to merchants using supported eCommerce platforms as well as Partner's services.

3.2. Provide sales and marketing material and information to Partner's sales team for discussion of ShipperHQ which may be beneficial for Partner's customers.

3.3. Consult ShipperHQ or attend ShipperHQ training sessions to gain knowledge needed to market and support merchants on ShipperHQ product and services.

4. Marketing Responsibilities of ShipperHQ.

4.1 Promote Partner on ShipperHQ.com as well as more broad promotion as a trusted partner.

4.2 Provide Sales and product training and resources to Partner upon request.

4.3 Provide access to the ShipperHQ sales & consultancy team to familiarize it with Partner's services and target audience.

4.4 At ShipperHQ's discretion, organize promotions of Partner or Partner's services including merchant resources (i.e. webinars, white papers, case studies) or general promotional via channels available to ShipperHQ such as email marketing, blogs, and social media.

4.5 Provide Partner with marketing material on shipping and/or ShipperHQ for Partner's marketing outlets.

4.6 Provide Partner with "ShipperHQ Trusted Partner" badge to be displayed on Partner websites and marketing materials.

5. Term and Termination.

5.1 This agreement shall last 12 months from the effective date and automatically renew for periods of the same duration unless terminated prior to renewal.

5.2 Either party can terminate this agreement at any point after the minimum term with 30 days written notice to the other party.

6. Non-Exclusivity.

This Agreement does not create an exclusive agreement between ShipperHQ and Partner. Both parties will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

7. Confidentiality.

Both parties acknowledge that by reason of its relationship to the other hereunder it will have access to certain information and materials concerning the opposite party's business plans, customers, technology, and products that is confidential and of substantial value, which value would be impaired if such information were disclosed to third parties. The parties agree that they shall not use in any way for their own account or the account of any third party, nor disclose to any third party, any such confidential information. Confidential information shall include information defined as confidential by Texas trade secrets acts, anything identified by this Agreement, and anything that would reasonably be considered confidential. Neither party shall publish any technical description of the products or software of the other beyond the description published by the other party. The parties' obligations under this provision shall survive termination of this Agreement. If either party should breach or threaten to breach any of the provisions of this Agreement, in addition to any other remedies it may have at law or in equity, the other party will be entitled to seek a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Agreement. Each party specifically acknowledges that money damages alone may be an inadequate remedy for the injuries and damage that would be suffered and incurred as a result of a breach of any of the provisions of this Agreement. In the event that either party should seek an injunction hereunder, the other party hereby waives any requirement that the aggrieved party submit proof of the economic value of any confidential information or post a bond or any other security.

8. Indemnification.

Each party shall indemnify, defend and hold the other harmless from any and all damages, losses, liabilities, costs and expenses from any claim arising out of or relating to (i) the party's negligence or misconduct, or any of its respective employees or its agents, or (ii) it's breach of or failure to perform any term or obligation under this Agreement. Except for losses, liabilities and damages that are subject to this paragraph, in no event shall either party be liable to the other for any special, incidental or consequential damages under this agreement.

9. No Assignment.

The parties hereto acknowledge and agree that their respective rights and obligations under this Agreement may not be transferred or assigned directly or indirectly without the other party's prior written consent.

10. Agreement Binding.

This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their permitted successors and assigns.

11. Non Waiver.

Neither party, by mere lapse of time, is deemed to have waived any breach by the other party of any of the provisions of this Agreement. Waiver of a particular breach of this Agreement shall not be construed as nor constitute a continuing waiver of such breach or breaches of the same or other provisions of this Agreement.

12. Disclaimer of Representations and Warranties.

Either party nor any agent or person acting for or with either party has made any statements, affirmations, representations or warranties whatsoever to the other party, whether express or implied, regarding services provided under this Agreement, for any general or particular purpose, or as to any other matter whatsoever. Any and all warranties, including without limitation warranties implied by law, such as the implied warranties of merchantability, fitness for a particular purpose, title, use, and non-infringement, are hereby expressly disclaimed and excluded by both parties.

13. Party's Independent Investigation.

Each party acknowledges that it has entered into this Agreement after making an independent investigation of the other party and its products and services. Any information a party desires or needs to make an informed decision to enter into this Agreement shall be readily provided upon reasonable request. Each party represents that it has not relied on any representations from the other, nor has anyone made any other representation to induce either party to sign this Agreement and assume the obligations hereunder.

14. Severability.

If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement.

15. Governing Law, Jurisdiction, and Venue.

This Agreement is governed by the laws of the State of Texas without regard to its choice of law or conflict of law statutes, rules, or case law. Further, any legal action brought to enforce this Agreement or any dispute whatsoever between the parties shall only be brought in the courts of Travis County in the State of Texas.

16. Amendment and Modification.

This Agreement may not be modified, amended or supplemented in any manner unless the same is in writing and signed by all parties.

17. Counterparts; Facsimile Signature.

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one in the same Agreement. Each of the parties hereto agrees that a signature affixed to a counterpart of this Agreement and delivered by facsimile or e-mail shall be valid, binding and enforceable.

18. Agreement Not Construed Against Drafter.

The parties agree that a court shall not give reference to rules of construction regarding the party responsible for drafting this Agreement.

19. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.