Joint Promotion Partnership

Terms and Conditions

These Joint Promotion Partnership Terms and Conditions (this “Agreement”) constitutes a contract between you or the organization you represent (“you”, or the “Partner”) and Freightcom Inc. ("Company", "we," "us," "our"). The Company and the Partner (together, the “Parties”, and each individually a “Party”) wish to promote the respective services offered by each Party.

1. Acceptance of these terms
   • By participating in the Promotional Activities (defined below), or clicking “I accept the Joint Promotion Partnership Terms and Conditions”, you hereby expressly represent that you:
     • have carefully read, understand, accept, and agree to be bound by, this Agreement; and
     • have "electronically” accepted this Agreement of Service pursuant to the Electronic Commerce Act, 2000, S.O. 2000, c. 17, as amended from time to time, and its regulations, or any other applicable legislation or regulations.
   • If you do not accept this Agreement, do not proceed to participate in the Promotional Activities.
   • We reserve the right in our sole discretion to revise, modify, and update this Agreement from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued participation in Promotional Activities. You agree to periodically review this Agreement in order to be aware of any such modifications and your continued participation in Promotional Activities shall be your acceptance of this Agreement.
     
     
2. Definitions
   • Definitions: In addition to the words and phrases defined in other parts of this Agreement, the following words and phrases will have the meanings set out below:
     • “Agreement” means these Joint Promotion Partnership Terms and Conditions and all forms referenced therein.
     • “Affiliate” means any entity that directly or indirectly Controls or is Controlled by, or is under common Control with, Freightcom or the Partner, as the case may be.
     • “Business Day” means a day other than a Saturday, Sunday or bank or other public holiday in Toronto, Canada.
     • “Carrier” means a person or entity who performs, through its affiliates, agents, employees and/or contractors, the whole or any part of, the physical carriage and transport of goods by water, land or air with a less-than-truckload volume or through a courier as a parcel, PAK, or envelope.
     • “Confidential Information” means the terms (but not the existence of) this Agreement and any information disclosed by a Party to the other Party in connection with this Agreement. Confidential Information shall not include any information that the receiving Party can establish: (i) is or subsequently becomes publicly available through no act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession prior to disclosure of such information; (iii) is subsequently disclosed to the receiving Party by a third party who in making such disclosure is not in breach of an obligation of confidentiality; or, (iv) is independently developed by the receiving Party without the use or benefit of the Confidential Information of the disclosing Party.
     • “Control” means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting shares or other ownership interest or by contract or otherwise.
     • “Freightcom Indemnitees” means Freightcom, its Affiliates, their employees, officers, directors, shareholders, agents and their successors and assigns.
     • “Freightcom’s Promotion” has the meaning set out in set out in the Promotional Activities Form.
     • “Freightcom’s Promotional Activities” has the meaning set out in set out in the Promotional Activities Form.
     • “Intellectual Property Rights” means all worldwide intellectual property rights arising under statutory or common law or by contract, now existing or hereafter filed, issued, or acquired, including all: (a) patent rights and rights under patent applications; (b) rights associated with works of authorship including copyrights and moral rights, and any applications therefor; (c) industrial designs; (d) rights relating to the protection of trade secrets; (e) rights in trademarks, service marks, logos, trade dress, trade names, and design patent rights, and any applications therefor; and, (f) any right analogous or related to the foregoing and any other proprietary rights relating to intangible property.
     • “Laws” means all statutes, laws, regulations, by-laws, ordinances, orders and requirements of any government entity (i.e., all federal, provincial, territorial, county, municipal, governmental or quasi-governmental entities, agencies or regulators) or other public authority having jurisdiction over either the Partner or Freightcom, as the context requires, including common law, equitable and administrative decisions, in each case having the force of law and as same may be amended, repealed or otherwise modified from time to time and includes Privacy Laws.  
     • “Loss” means any and all losses, damages (including loss of goodwill), liabilities, costs and expenses (including interest, penalties, costs of investigations and defence, court costs and reasonable legal fees) resulting from demands, claims, suits, proceedings, actions, causes of action, or assessments, and includes monies paid by the Freightcom Indemnitees or the Partner Indemnitees, if applicable, to settle the demand, claim, suit, proceeding, action, cause of action, or assessment.
     • “Marks” means the trade-marks, service marks, trade dress, business and trade names, brand names, logos, corporate names and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, owned or licensed by a Party.
     • “New Customer” means a customer who registers for a Freightcom or ClickShip account after the Effective Date using the promotional code that Freightcom provides to the Partner.
     • “Participant” means an individual who engages with the Promotional Activities;
     • “Partner Indemnitees” means the Partner, its Affiliates, their employees, officers, directors, shareholders, agents and their successors and assigns.
     • “Partner’s Promotion” has the meaning set out in set out in the Promotional Activities Form.
     • “Partner’s Promotional Activities” has the meaning set out in set out in the Promotional Activities Form.
     • “Party” and “Parties” have the meaning given in the preamble to this Agreement.
     • “Personal Information” means information about a Participant and any information that identifies such Participant.
     • “Privacy Laws” means: (a) the Personal Information Protection and Electronic Documents Act (Canada) and any successor legislation or the legislation of a province if the legislation is declared to be substantially similar to the Personal Information Protection and Electronic Documents Act, and applicable privacy and protection of personal information laws and regulations, in force at the Effective Date or that may come into force after the Effective Date, or that may be amended from time to time, in each of the jurisdiction in which each Party is providing services.
     • “Promotion(s)” shall collectively mean “Freightcom’s Promotion” and “the Partner’s Promotion” as set out in the Promotional Activities Form.
     • “Promotional Activities” mean “Freightcom’s Promotional Activities” and “the Partner’s Promotional Activities” as set out in the Promotional Activities Form.
     • “the Promotional Activities Form” means the document entitled “the Promotional Activities Form” listing the Promotions and the Promotional Activities signed between both Parties.
     • “Shipment” means for a single electronic order for one or more shipping labels that an end user of Freightcom books through Freightcom’s software platforms for the delivery of goods by a Carrier to a single final destination address on a single estimated delivery date.

3. Joint Promotion
   • Freightcom’s Promotional Activities. In consideration of the Partner’s Promotional Activities, Freightcom shall perform Freightcom’s Promotional Activities; and
   • The Partner’s Promotional Activities. In consideration of Freightcom’s Promotional Activities, the Partner shall perform the Partner’s Promotional Activities.
   • Reporting of Fees. Freightcom will keep records of all Shipments booked by New Customers as a direct result of the Partner’s Promotional Activities, as tracked through a promotional code, and such records shall be delivered monthly to the Partner. Freightcom will pay the Fees to the Partner based on such records. In the event of inconsistency between Freightcom’s billing records and the Partner’s billing records, Freightcom’s records will govern.
   • Scope of this Agreement: During the Term of this Agreement the Parties will cooperate in promoting each other’s services, including the Promotions and Promotional Activities and, all materials relating to Promotional Activities will be presented to the other Party for review and approval in writing prior to going to market and at least fifteen (15) days in advance. The reviewing Party, acting reasonably, may approve, modify or reject such Promotional Activities.
   • Exclusivity: During the Term of this Agreement, and to the extent permitted by Laws, the Partner shall not enter into any agreement or other arrangement with any other multi-Carrier shipping company to promote that company’s services.
   • Compliance with Laws: The Parties will each comply with applicable Laws, including Privacy Laws, in performing their obligations under this Agreement.
   • Participant Complaints: Either Party will promptly inform the other of any customer complaints that they receive regarding the Promotions or the Promotional Activities and the other may, in its sole discretion, approve, revise or reject the responding Party’s draft response to such customer.
   • Provision of Participation Data or Statistics to the Partner: Freightcom will provide the following information to the Partner on a monthly basis and as needed: aggregate and anonymized engagement information, data, and metrics about Freightcom’s Promotional Activities, including, per month: sign ups and usage rate for Freightcom’s Promotion, open and clickthrough rates for emails to Freightcom’s client base referring to the Partner’s products and services (broken down by email), usage rate of clickthrough and conversion rates on Freightcom’s Promotion and advertisements, and social media impressions and reach, all in Microsoft Excel format sent by secure email.
   • Provision of Participation Data or Statistics to Freightcom: the Partner will provide the following information to Freightcom on a monthly basis and as needed: aggregate and anonymized engagement information, data, and metrics about the Partner’s Promotional Activities, including, per month: sign ups and usage rate for the Partner’s Promotion, open and clickthrough rates for emails to the Partner’s client base referring to Freightcom’s products and services (broken down by email), all in Microsoft Excel format sent by secure email.
     
     
4. Term
   • This Agreement will begin on the Effective Date and will continue for a period of six (6) monthsunless terminated by any Party in accordance with Section 7 (Early Termination and Effect of Termination) (“Term”). Freightcom is entitled to renew this Agreement for up to two (2) successive periods of six months on written notice to Freightcom given at any time prior to expiry of the initial Term.
     
     
5. Branding and Licensing
   • Partner Branding: Freightcom will co-brand its Promotional Activities using the Partner Marks and the branding guidelines of the Partner.
   • Partner License: The Partner grants Freightcom a limited, royalty-free, non-transferable, and non-exclusive license for Freightcom to use, reproduce, adapt, modify, translate, publish, perform, display and distribute the Partner Marks to the extent necessary and for the sole purpose of enabling Freightcom to perform its rights and obligations under this Agreement. Freightcom must not otherwise use, reproduce, adapt, modify, translate, public, perform, display or distribute the Partner Marks without written consent of the Partner.
   • Freightcom Branding: The Partner shall co-brand its Promotional Activities using Freightcom Marks and the branding guidelines of Freightcom.
   • Freightcom License: Freightcom grants the Partner a limited, royalty-free, non-transferable, and non-exclusive license for the Partner to use, reproduce, adapt, modify, translate, publish, perform, display, and distribute Freightcom Marks to the extent necessary and for the purpose of enabling the Partner to perform its rights and obligations under this Agreement. the Partner must not otherwise use, reproduce, adapt, modify, translate, public, perform, display or distribute Freightcom Marks without written consent of Freightcom.
     
     
6. Ownership of personal information
   • Personal Information: The Parties agree that neither Party will disclose to the other Party any Personal Information regarding the Participants in connection with the Promotions or Promotional Activities without the Participant’s consent.
     
     
7. Confidential Information
   • Confidentiality: Each Party may have access to Confidential Information of the other Party in connection with this Agreement. Regarding Confidential Information received from the other Party, the receiving Party will:
     • Hold Confidential Information in confidence and protect it in the same way it protects its own information and with reasonable care;
     • Limit access to Confidential Information only to those personnel of the receiving Party who “need to know” for the purposes of this Agreement (“Purpose”) and who are under a duty of confidentiality or non-disclosure that is consistent with this Agreement. The receiving Party is responsible for any personnel’s failure to comply with this Section;
     • Use and disclose Confidential Information only for the purposes of, and as permitted by, this Agreement (“Purpose”);
     • Copy Confidential Information only if necessary (copies must contain the confidential and proprietary notices found on the originals);
     • Promptly advise the other Party in writing of any breach of this Section and the steps the receiving Party intends to take to address the breach;
     • Promptly remediate any breach of this Section and, upon the other Party’s request, reasonably cooperate with the other Party in remediating;
     • Notwithstanding any other provision of this Agreement, as soon as Freightcom becomes aware of any security or privacy incident or threat, which is related to, or which may include, the Partner’s Confidential Information, Freightcom must immediately advise the Partner pursuant to the Notice provision in section 12.12.
     • Notwithstanding any other provision of this Agreement, as soon as the Partner becomes aware of any security or privacy incident or threat, which is related to, or which may include, Freightcom’s Confidential Information, the Partner must immediately advise Freightcom pursuant to the Notice provision in section 12.
   • Permitted Disclosures: It is not a Breach of Section 1 to:
     • Disclose Confidential Information required to be disclosed by: (a) law, judicial or arbitration process, (b) a government department or agency, or (c) a Party’s regulator or a public stock exchange on which a Party is listed, provided receiving Party provides as much advance notice as possible to the other Party, if permitted to do so; or
     • Disclose Confidential Information with the other Party’s written consent.
   • Destruction of Confidential Information: The receiving party must promptly return or destroy the other Party's Confidential Information upon receiving written notice from the other Party, provided that such return or destruction does not interfere with the receiving Party's rights or obligations under this Agreement.
     
     
8. Early Termination and Effect of Termination
   • Termination for Convenience: Either Party may terminate this Agreement at any time for convenience by giving thirty (30) days written notice to the other Party and both Parties must remove all references to the other from their Promotional Materials within ten (10) days of receiving or giving such written notice.
   • Termination for Cause: Either Party may terminate this Agreement at any time if the other Party: (a) materially breaches this Agreement and fails to cure such material breach within fifteen (15) days of receiving written notice of such breach from the other Party; or, (b) if either Party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party and not dismissed within thirty (30) days thereafter.
   • Survival: The following Sections of this Agreement will survive the termination of this Agreement: Section 7 (Confidential Information); Section 9 (Indemnities); Section 11 (Limitation of Liability), and any other provision that, in order to give proper effect to its intent, should survive such termination.
     
     
9. Taxes
   • Each party shall be responsible for properly accounting and remitting to the applicable taxing authorities any and all applicable taxes properly payable in connection with the provision of such party’s respective supplies. This Agreement and any and all invoices issued under this Agreement shall contain the prescribed information required by the Excise Tax Act (Canada) and An Act respecting the Québec sales tax and shall be retained by each party.
     
     
10. Indemnities
    • Indemnification by Freightcom: Freightcom will indemnify, defend, and/or settle and hold harmless at its own cost, the Partner Indemnitees from and against any Loss based upon or resulting from any of the following, or allegations of any of the following:
      • Infringement of any Intellectual Property Rights by Freightcom;
      • Breach of this Agreement by Freightcom including Section 5 (Compliance with Laws), or Section 6 (Ownership of Content and Personal Information); or
      • The acts or omissions of Freightcom.
    • Indemnification by the Partner: The Partner will indemnify, defend, and/or settle and hold harmless at its own cost, the Freightcom Indemnitees from and against any Loss based upon or resulting from any of the following, or any allegations of any of the following:
      • Infringement of any Intellectual Property Rights by the Partner;
      • Breach of this Agreement by the Partner including Section 5 (Compliance with Laws), or Section 6 (Ownership of Content and Personal Information); or
      • The acts or omissions of the Partner.
    • Indemnification Process: The Party providing an indemnity under this Agreement (“Indemnifying Party”) will have sole control of the settlement or defence of the claim, suit or action covered by the indemnity (“Claim”). The Party receiving an indemnity under this Agreement (“Indemnified Party”) will promptly notify the Indemnifying Party of the Claim and will reasonably cooperate with the Indemnifying Party in the defence or settlement of the Claim. The Indemnifying Party will not, without the Indemnified Party’s written consent, settle, compromise or consent to the entry of any judgment in respect of the Claim, unless the settlement, compromise or consent to judgment includes: (a) the unconditional release of all Freightcom Indemnitees or the Partner Indemnitees, as the case may be; (b) is solely monetary in nature and does not include any admission of fault or culpability by, or on behalf of, or otherwise adversely affect, any of the Freightcom Indemnitees or the Partner Indemnitees, as the case may be. If the Indemnifying Party fails to appoint a lawyer regarding the Claim within ten (10) days of being notified by the Indemnified Party or otherwise becoming aware of the Claim, or if the lawyer appointed by the Indemnifying Party is not suitably qualified, in the reasonable opinion of the Indemnified Party, the Indemnified Party will have the right to select and appoint an alternative lawyer and the reasonable cost and expect of that alternative lawyer will be paid by the Indemnifying Party.
      
      
11. Disclaimers AND Limitation of Liability
    • Mutual Representations and Warranties: Each of Freightcom and the Partner represent and warrant that:
      • It has all requisite corporate power and authority to enter into, and fully perform, this Agreement; and
      • The execution, delivery, and performance of this Agreement, and the consummation of the matters contemplated within are duly and properly authorized.
    • No Other Representations and Warranties: Except as set out in this Agreement, Freightcom and the Partner each, to the fullest extent permitted by law, does not make any warranties or conditions of any kind.
    • Disclaimer of Liability: Neither Freightcom nor the Partner will be liable for any indirect Loss to the other Party, nor liable to pay any exemplary or punitive
    • Maximum Liability for Direct Losses: The maximum liability of Freightcom for any direct Loss to the Partner will not exceed a total of $1,000; however, there is no limit on liability for claims regarding collection, use or access of Personal Information or Confidential Information, or any Loss resulting from a Party’s fraud or wilful misconduct. The Parties acknowledge that, in the absence of such limits on liability, the terms of this Agreement would be substantially different.
      
      
12. General
    • Governing Law: This Agreement and all disputes pertaining to or arising from this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without reference to its choice of laws principles.
    • Dispute Resolution: The Parties will settle any controversy or dispute arising out of this Agreement by mutual negotiation between senior representatives of the Parties. Failing that, for any such controversy or dispute the Parties attorn to the jurisdiction of the courts of Ontario in the judicial centre of Toronto, Ontario. Nothing herein shall preclude either Party from seeking and obtaining from a court of competent jurisdiction appropriate equitable relief, including injunctive relief, to prevent a breach of this Agreement relating to Intellectual Property Rights or Confidential Information.
    • Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous understandings, negotiations, proposals, commitments, discussions and writings of any nature whatsoever, whether oral or written, unless they are expressly incorporated by additional reference in this Agreement.
    • Amendments: This Agreement will not be changed or amended except in writing duly executed by the authorized representatives of both Parties.
    • Successors and Assignment: Neither Party may assign or transfer this Agreement without the other party’s written consent, which cannot be unreasonably withheld. This Agreement is binding upon and enures to the benefit of the Parties and their successors and permitted assigns.
    • Third Party Beneficiaries: This Agreement is not intended to confer any rights or remedies on any person who is not a Party, except as otherwise expressly set out in this Agreement.
    • Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if and to the extent such delay or failure arises, with respect to a Party, from any event or circumstance, regardless of whether it was foreseeable, that was not caused by that Party, and provided the non-performing Party is without fault and the delay or failure could not have been prevented by reasonable precautions or reasonable efforts.
    • Interpretation: The following terms govern the interpretation of this Agreement:
      • The headings are inserted for convenience only and do not control or affect the meaning or construction of any provision of the Agreement;
      • The use of the words “including”, “includes”, or “include” in will in all cases mean “including, without limitation”, “includes, without limitation”, or “include, without limitation”, respectively;
      • The Parties acknowledge and agree that they mutually negotiated this Agreement and that, if any issue of interpretation arises, the Agreement will not be construed to the detriment of any Party;
      • Unless the context requires otherwise, words importing the singular include the plural and vice versa, and a word importing gender includes all genders;
      • Unless specified otherwise, the time period within or following which any act is to be done will be calculated by excluding the day on which the period commences and including the day on which the period ends, and by extending the period to the next Business Day following the last day of the period if the last day of the period is not a Business Day; and
      • Each Recital and Schedule to this Agreement is deemed to be, and adopted as, a term of this Agreement and shall have the same force and effect as the terms contained in the body of the Agreement.
    • Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be severed from the Agreement and all other provisions will remain in full force and effect.
    • Waiver: No term or provision is deemed waived and no breach is deemed excused, unless the waiver or consent is in writing signed by the Party waiving or consenting. Any consent to or waiver of a breach does not constitute a consent to, waiver of or excuse for any other or subsequent breach.
    • Cumulative Remedies: The rights and remedies granted under this Agreement are cumulative and are in addition to each Party’s rights and remedies at law, in equity or otherwise. Each Party may exercise its rights concurrently or separately and the exercise of one right or remedy is not deemed an exclusive election of that right or remedy or preclude the exercise of any other right or remedy.
    • Notices: Any notice, request, demand, consent or other communication required or permitted under this Agreement is to be given in writing and delivered by email addressed as noted below:
      • if to Freightcom:

Freightcom Inc.

Legal “at” freightcom.com

(289) 371-1005

77 Pillsworth Rd Unit #1

Bolton, ON L7E 4G4

• if to the Partner, then the main contact and email address provided below

Any notice so given is deemed to have been received on the next Business Day following the day it was delivered. Either party may change its address for the purpose of receiving a notice, request, demand, consent or other communication by giving 10 days’ written notice of the change to the other Party.

• Language: The Parties have requested that this Agreement and all documents contemplated by this Agreement be drawn up in English. Les parties à Ia présente ont exigé que cette entente et tous autres documents envisagés par Ia présente soient rédigés en anglais.