updated: 26 September 2012

This Agreement details all applicable terms and conditions for entrance into the uShip, Inc Referral Program (the "Program"). The Program includes the uShip Affiliate system, the Refer a Buyer system, Refer a Load system and the Refer a Friend system. For this Agreement, "we", "us", or "our" means uShip, Inc, and "you" means the applicant. "uShip.com Site" means the site that has its primary home page identified by the URL www.uShip.com, and "site" means a World Wide Web site. "Your Platform" means any site or software that you will link to the uShip.com Site (and which you will identify in your Program application).

1. Enrollment in the Program
To start as a referral member, complete an application found in the referral sections of the uShip.com site. After reviewing your application we will notify you of your acceptance into the program. If we find your platform is unacceptable (in our sole discretion) for our program, you may reapply at any time. Unsuitable sites include, but are not limited to, those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• breach intellectual property rights
• include "uShip," any other trademark of uShip.com, Inc. or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "uship.mydomain.com", "uhsip.com" or ushipshipping.net" would be unsuitable
• otherwise violate intellectual property rights.

By participating in the Program you agree that you will not engage in any such activities. If, after acceptance into the Program, we thereafter determine (in our sole discretion) your platform is unacceptable for the program we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law.

2. Links on Your platform
After we accept you into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, exclusively to facilitate Referrals from your platform to the uShip.com Site. You may use any of the following components of the program.

Refer a Friend System:
With the Refer a Friend system special links are automatically generated and included in the emails sent by our system. You are unable to generate special links for this system any other way.

Refer a Buyer System:
With the Refer a Buyer system special links are automatically generated and included in the Refer a Buyer Widget that is inserted in linked eBay accounts. You are unable to generate special links for this system any other way.

Refer a Load System:
With the Refer a Load system special links are automatically generated and included in the emails sent by our system. You are unable to generate special links for this system any other way.

Affiliate System:

• Text links
• Banners: You may only use banners created by uShip that are provided specifically for this program. Banners may not be modified except to change the size.
• Co-branded, or white label products that are made by uShip exclusively for this program. Only products that uShip designates may be used in this way. Products are uShip created web services, that may include, but are not limited to uShip's listing process, uShip's directory, uShip's RSS feeds, et al as new products are created
• Descriptions and links directly to uShip listings
• General Link to UShip.com Site Home Page: You may provide a general link on your platform to the home page of the UShip.com Site.
• Any Page Link: You may provide a link on your platform that will link to any particular page on the UShip.com Site, provided that you properly use the special link formats provided on the UShip.com Site as part of the Program to create such link.

If needed, we can assist you in setting up links and banners to achieve the highest rate of return. To make sure all referrals are accurately tracked, reported, and Referral fee accrual, we will assign you a referral code and advice you on how to structure the URL.

Only links between your platform and uShip that are properly formatted as specified by us are eligible to receive referral fees, hereafter called "Special Links". Only activity that occurs from users who were referred through the Special Link, and which occurs during the specified time period, is eligible for referral compensation. uShip is not liable for any failure to correctly structure the URL, including any such failure that results in a reduction in the referral fees that you would have otherwise accrued.

You acknowledge that we may monitor your platform, including, but not limited to, crawling, to ensure the quality and reliability of Special Links on your platform. Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we may use technical means to overcome any methods used on your platform to block or interfere with such crawling or monitoring).

You also acknowledge that, by participating in the Referral Program and placing any of the above links within your platform, we gather web browser referral data concerning visitors coming from your platform. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the uShip.com Site.

Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the uShip.com domain name.

You also agree that as a participant in the Program, we may send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

Further, you acknowledge and agree that you will:

(a) not display or reference on your platform, any trademark or logo of any third party on the UShip.com Site, unless otherwise given express permission

(b) use any data, images, text, or other information obtained by you from us or the uShip.com Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement

(c) not modify or alter any Content that consists of a graphic image, other than to resize it

(d) not edit any Content that consists of text, other than to shorten its length

(e) not sell, redistribute, sublicense or transfer any Content

(f) not use any Content in a manner intended to send members to any site other than the UShip.com Site

(g) promptly delete any Content that is no longer displayed on the UShip.com Site or that we notify you is no longer available for your use

3. Transaction Processing
We will process transactions by customers who follow Special Links from your platform to the uShip.com Site. We reserve the right to reject transactions that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of transaction processing. You will not be compensated for transactions that are canceled as specified in our match cancellation policy. We will track transactions that occur by direct activity through Special Links from your platform to the uShip.com Site and will provide reports on your activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. Referral Fees
We will pay you (in accordance with Section 6 below) referral fees for transactions that takes place from customers who followed your special link. Transactions occur only when a quote submitted by a service provider is accepted by the shipper; matches that are later canceled, or fees that are uncollected, are not eligible for a referral fee.

• Commissions for shippers referred through the Refer a Friend System: Referral commissions for shippers (members who list shipments and solicit quotes from service providers) are paid when a shipper clicks through to uShip using a special referral link included in the email sent by the Refer a Friend System, lists a shipment within 30 days of click-through, and accepts a quote from a Service Provider. uShip will pay a referral commission of 30% of uShip's match fee. This commission applies only to the first listing of new uShip members.
• Commissions for shippers referred through the Refer a Load System: Referral commissions for shippers (members who list shipments and solicit quotes from service providers) are paid when a shipper clicks through to uShip using a special referral link included in the email sent by the Refer a Load System, lists a shipment within 30 days of click-through, and accepts a quote from a Service Provider. uShip will pay a referral commission of 30% of uShip's match fee. This commission applies only to the first listing of new uShip members.
• Commissions for shippers referred through the Refer a Buyer Widget: Referral commissions for shippers (members who list shipments and solicit quotes from service providers) are paid when a shipper clicks through to uShip using the Refer a Buyer Widget, lists a shipment within 30 days of click-through, and accepts a quote from a Service Provider. uShip will pay a referral commission of 30% of uShip's match fee. This commission applies only to the first listing of new uShip members.
• Commissions for shippers referred through the Affiliate System: Referral commissions for shippers (members who list shipments and solicit quotes from service providers) are paid when a shipper clicks through to uShip using a special referral link, lists a shipment within 30 days of click-through, and accepts a quote from a Service Provider. uShip will pay a referral commission of 30% of uShip's match fee. This commission applies only to the first listing of new uShip members.
• Commissions for service providers referred through the Affiliate System: A $20 referral bonus will be paid for each service provider that registers with uShip through a special referral link and submits at least one quote within 30 days of click-through. In addition, uShip will pay monthly commissions of 20% of uShip's match fee revenues derived from each referred service providers for a period of one year from the registration date of the service provider. The commission does not cover matches that are subsequently canceled or matches where transaction fees owed to uShip are not collected.

Referral commissions for a given month are typically paid during the first week of the second month following the month of the transaction. For example, commissions earned in May are paid the first week of July. uShip reserves the right to withhold these payments (in our sole discretion) for a reasonable amount of time to ensure the correct amount is paid.

To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your platform and the uShip.com Site are properly formatted. We will not be liable for paying Referral fees on matches that are not correctly tracked and reported because the links between your platform and the uShip.com Site are not properly formatted.

You may not transact matches during sessions initiated through the links on your platform for your own use, for others or commercial use of any kind. This includes orders for customers or on behalf of customers or for you or your friends, relatives, or referral in any manner. Such transactions may result (in our sole discretion) in the withholding of Referral fees and/or the termination of this Agreement.

In addition, you may not:

(a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your platform to access the uShip.com Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your platform to access the uShip.com Site)

(b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity

(c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the uShip.com Site

(d) make any transactions of any kind on the uShip.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so

(e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring

(f) other than providing Special Links on your platform in accordance with this Agreement, post or serve any advertisements or promotional content promoting the uShip.com Site or otherwise around or in conjunction with the display of the uShip.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action

(g) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert Referral fees from, any web site that participates in the Program

(h)seek to purchase or register any keywords, search terms or other identifiers that include the word "uship" or variations thereof (for example "uhsip", "usihp", etc.). From time to time we may request that you remove uShip trademarked terms, or third parties terms found on uShip, from your advertising associated with search results. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, we may (without limiting any other rights or remedies available to us) withhold any Referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

5. Referral Fee Payment
Referral commissions for a given month are paid during the first week of the second month following the month of the transaction. For example, commissions for transactions in May are paid the first week of July. Payments will be sent to a Paypal account you specify.

Payments will occur only when the Referral fee to be paid out reaches at least $20.00.

We will accrue and withhold Referral fees until the total payout due is at least $20.00.

If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your Referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. If payments paid to a PayPal account remain "unclaimed" in PayPal, they will be automatically returned to our account after 60 days. If you provide invalid account information, for instance, an invalid PayPal email address for which we would send payment to, you are responsible for providing us with updated account information to properly send you payment. For either of these instances, you will have 60 days to provide this information or the affiliate payment for that period will be forfeited and no longer show as outstanding on your account.

6. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text images for which we grant express permission, for the purpose of identifying your platform as a Program participant and to assist in match transactions. You may not modify the graphic image or text, or any other of our images. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

7. Identifying Yourself as an Referral Program Participant
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. You may not misrepresent the relationship between us and you, or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).

8. Policies
Customers who register, list a shipment, quote, or have a match through this program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer services, listings, quotes and any resulting transactions apply to those customers. We may change our policies and operating procedures at any time

9. Responsibility for Your platform
You will be solely responsible for the development, operation, and maintenance of your platform and for all materials that appear on your platform. For example, you will be solely responsible for:

• the technical operation of your platform and all related equipment
• creating and posting listing descriptions on your platform and linking those descriptions to the uShip.com Site
• the accuracy and appropriateness of materials posted on your platform
• ensuring that materials posted on your platform do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• ensuring that materials posted on your platform are not libelous or otherwise illegal
• ensuring that your platform accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your platform.

10. Compliance with Laws
In order to participate in the Program, you agree to adhere with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions other requirements of any governmental authority that has jurisdiction over you, whenever any applicable law, etc. is in effect. You also agree to comply with any, and all laws, which govern email marketing. Including, but not limited to, the CAN-SPAM Act of 2003 and other anti-spam laws.

11. Term of the Agreement
Once accepted into the program this agreement is in effect, until terminated by either party. Either party may terminate this agreement at any time by giving the other party written notice of termination. Once the agreement is terminated you will cease use of any, and all, uShip.com materials. Including trademarks, logos, and any other materials provided to you through any connection to this program. Only quotes that were accepted before the termination of this agreement are eligible to be paid out; excluding instances when the quote resulted in a retraction or the amount to be paid out does not meet the minimum amount. We may withhold payment during a reasonable time to ensure the correct amount is paid.

12. Modification
We reserve the right to modify any part of this agreement, at any time, for any reason. Changes to this agreement will be posted on the uShip.com site.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE USHIP.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties
Nothing in this agreement creates any form of partnership between our two companies. uShip and your company are independent contractors. You have no authority to act on our behalf, and you will not make any statement on your platform, or otherwise, that would contradict this section.

14. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral fees paid or payable to you under this Agreement.

15. Disclaimers
We make no express or implied warranties or representations with respect to the Program. In addition, we make no representation that the operation of the uShip.com Site will be uninterrupted or error-free. We will not be liable for the consequences of any interruptions or errors.

16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Arbitration
Any dispute relating in any way to this agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Austin, Texas, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Texas (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

18. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Texas, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure. to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.