Agreement for ShipStation

You, on behalf of yourself and the entity you represent (hereinafter collectively "you" or "Participant") hereby represent, warrant and covenant that you are a registered Shipstation user in good standing in accordance with the applicable Shipstation Terms of Service and shall be so at the time of shipment of any package via Federal Express Canada Corporation ("FedEx Express") or FedEx Ground Package System, Ltd. ("FedEx Ground") (FedEx Express and FedEx Ground, collectively, "FedEx") pursuant to these terms.

1.    Pricing. FedEx Express and FedEx Ground each agree to provide specified Canadian-domestic and Canadian-export FedEx Express and Canadian-domestic and Canada to U.S. FedEx Ground transportation services, respectively, to you under these terms and conditions (this "Agreement").

For a description of the pricing for such FedEx Express transportation services (expressed as percentage discounts off applicable published Canadian-domestic and Canadian-export FedEx Express transportation rates (in Canadian dollars) in effect at the time of shipment) (the "FedEx Express Pricing"), see the FedEx Express Pricing Details below. Except as specified therein, FedEx Express Pricing does not apply to or include applicable special handling fees, surcharges, ancillary and other charges. All applicable special handling fees, surcharges, ancillary and other charges shall apply to FedEx Express shipments hereunder. Except as specified in the FedEx Express Pricing, the amounts of such applicable special handling fees, surcharges, ancillary and other charges shall be the published amounts for such fees/charges in effect at the time of shipment.

For a description of the pricing for such FedEx Ground transportation services (expressed as percentage discounts off applicable published Canada to U.S. FedEx Ground transportation rates (in Canadian dollars) in effect at the time of shipment) (the "FedEx Ground Pricing"), see the FedEx Ground Pricing Details below. Except as specified therein, FedEx Ground Pricing does not apply to or include applicable special handling fees, surcharges, ancillary and other charges. All applicable special handling fees, surcharges, ancillary and other charges shall apply to FedEx Ground shipments hereunder. Except as specified in the FedEx Ground Pricing, the amount of such applicable special handling fees, surcharges, anciallary and other charges shall be the published amounts for such fees/charges in effect at the time of shipment. Pricing for Canadian-domestic FedEx Ground transportation services shall be the applicable published FedEx Ground transportation rates in effect at the time of shipment.

The FedEx Express Pricing and the FedEx Ground Pricing, collectively, are referred to herein as the "Pricing".

Pricing in respect of the Participant shall be effective immediately upon the Participant agreeing to and accepting this Agreement by registering online via the FedEx Online Account Discount Registration tool.

The Pricing will only apply in respect of account numbers and barcodes verified by FedEx. Participant acknowledges and agrees that the proper account number(s) must appear on the applicable air waybill or other form of documentation and acknowledges and agrees that Pricing will not be applied to packages that do not correctly reference the proper account number(s).

2.    Service Guide. Subject to the terms and conditions of this Agreement, Participant acknowledges and agrees that each shipment made with FedEx is subject to the country of origin location's terms and conditions of carriage and the country of origin location's FedEx Service Guide in effect at the time of the shipment, which terms are incorporated into this Agreement by reference. FedEx reserves the right to modify the applicable FedEx Service Guide and/or modify the applicable published FedEx Express and/or FedEx Ground transportation rates and/or special handling fees, surcharges, ancillary and other charges at any time without notice. Shipstation and Participants are directed to the FedEx web site www.fedex.ca for changes in the FedEx Service Guide (Canadian Edition), www.fedex.com for changes in the FedEx Service Guide (US Edition), and www.fedex.com (through which the country of origin location's local FedEx website is available) for changes in the FedEx Service Guide of the country of any other origin location. In the event there is a conflict between this Agreement and the applicable FedEx Service Guide, the provisions of this Agreement control.

3.    Payment Terms. Approval from the FedEx Credit Department is required for every Participant account. Participant acknowledges and agrees to register its credit card information with FedEx. Failure of Participant to comply with payment terms may result in removal of the Pricing and/or termination of this Agreement.

4.    Automation. Unless otherwise mutually agreed, Participant agrees that all shipping locations will use the FedEx compatible ShipStation automated shipping solution to process shipments tendered pursuant to this Agreement, and an agreement for the placement or use of such shipping solution shall be accepted prior to such use.

5.    Unexpected Volume. If Participant tenders packages which substantially exceed the number, type, size and/or weight of packages tendered, on average, for the location by Participant throughout the prior year, FedEx may, at its sole option, either accept such packages subject to waiver of money back guarantees (if any) and commitment times, or decline to accept such packages without further obligation of any kind to Participant.

6.    Confidentiality. Participant agrees that the terms of this Agreement, including the Pricing, are confidential and shall be held in strict confidence. However, nothing herein shall restrict Participant from disclosing any portion of such information on a restricted basis pursuant to a judicial or other lawful government order, but only to the extent of such order and only after Participant provides FedEx with immediate notice of such order so that FedEx may contest the order or obtain a protective order, if it deems necessary. Participant agrees not to post or publicly display the terms of this Agreement or the Pricing. Participant also agrees that any discussions or negotiations regarding the attached Pricing or any changes thereto (including but not limited to any future pricing offering) are also confidential and are subject to this provision of confidentiality.

7.    Indemnity. Participant shall indemnify, defend and hold harmless FedEx and its parent(s) and affiliates, and its and their directors, officers, employees, representatives, subcontractors and agents, from and against any and all claims, demands, causes of action, losses, damages, judgments, injuries and liabilities, including the payment of related legal fees (collectively, "Claims"), by/from third parties, arising out of or in any way related to the offer, sale, distribution and/or use of Participant's products and/or services, including without limitation violations of any applicable federal, provincial or local law, regulation, rule or ordinance by Participant. Such right to indemnification shall survive the expiration or termination of this Agreement.

8.    Term. This Agreement commences on the date that this Agreement is agreed to and accepted by the Participant and continues until terminated by either party in accordance herewith.

9.    Termination. Either party may terminate this Agreement immediately upon written or electronically transmitted notice to the other party due to the other party's noncompliance with the terms of this Agreement. Either party may terminate this Agreement without cause and without penalty at any time upon fifteen (15) days written or electronically transmitted notice to the other party. Participant acknowledges and agrees that this Agreement shall automatically terminate without notice on the termination or expiry of the Pricing Program Agreement dated February 5, 2018 between FedEx and Auctane LLC d/b/a Shipstation (as amended).

10.  English Language. It is the express wish of the parties hereto that this document be drafted in English. Les parties ont exigé que le présent document soit rédigé en langue anglais.

11.  Discounts not Cumulative. The Pricing cannot be combined with any other discounts available to you from FedEx, or through any authorized FedEx representative. If you elect to accept the Pricing, no other FedEx discount will be applied to any FedEx shipments made by you. The Pricing will supersede and replace any pre-existing pricing or agreement you have with FedEx.

12.  General. The Pricing (or any portion thereof) may not be resold or otherwise extended to any other party without the prior written consent of FedEx. For greater certainty, you may not under any circumstances sell, assign, or otherwise transfer (including, but not limited to, third party billing) the benefit of the Pricing to any third party. Failure to abide by this provision may result in immediate termination of this Agreement in FedEx's sole discretion.

13.  Use of FedEx Name or Logo. You are prohibited from using the FedEx name or logo without the prior written consent of FedEx.

14.  Shipping Information. You acknowledge and agree that your FedEx shipping information and data may be provided by FedEx to Shipstation.

15.  FedEx Express Pricing Details

A discount up to 40% will apply to the FedEx Express Residential Delivery Surcharge for Canada-domestic and Canada to U.S. and rest of world packages.

16.    FedEx Ground Pricing Details