Partner Hub Agreement

1.Parties and acceptance

This Partner Hub Agreement (the "Agreement") is between BoxHero Logistics Corp, a New York corporation with offices at 905 Remsen Avenue, Brooklyn, NY 11236, doing business as ShipLane ("BoxHero," "we," "us," or "our"), and the business that enrolls a retail location in the ShipLane Partner Hub program ("Hub," "you," or "your").

You accept this Agreement by signing an enrollment form that references it, by clicking to accept it in the Partner Hub software, or by processing a shipment through the Platform, whichever happens first. The individual accepting represents that they are authorized to bind the Hub.

This Agreement governs the Hub's use of the Platform. Walk-in customers of the Hub are not parties to it. Individual shippers who buy labels directly from BoxHero online are governed by the Terms of Service instead.

2.Definitions

• Platform — the ShipLane counter software, back office, reporting tools, and application programming interfaces we make available to you.
• Carrier — any third-party transportation provider whose services are available through the Platform.
• Wholesale Rate — the per-shipment price BoxHero charges the Hub for a carrier service, inclusive of BoxHero's margin.
• Retail Price — the price the Hub charges its walk-in customer, set by the Hub.
• Wallet — the Hub's prepaid balance held on the Platform and used to pay Wholesale Rates.
• Hub Customer — a walk-in or business customer of the Hub whose shipment is processed through the Platform.
• Adjustment — a post-tender charge or credit assessed by a Carrier against a shipment.

3.What we provide

Subject to this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform at the retail locations you have enrolled, solely to quote, sell, produce, and manage shipments for your customers.

During the term we will:

• make Wholesale Rates from participating Carriers available in the Platform;
• generate compliant labels, tracking numbers, and end-of-day documentation;
• maintain shipment records, transaction history, and reporting for your location;
• process Wallet funding and payouts through our payment processor;
• file carrier claims on your behalf as described in Section 10; and
• provide support during our published business hours.

We do not guarantee that any particular Carrier, service level, or rate will remain available. Carrier participation, coverage, and pricing change, sometimes with little notice, and we may add, remove, reprice, or suspend any Carrier or service at any time. Where a change materially reduces the rates available to you, we will give as much notice as the Carrier gives us.

BoxHero is not a carrier and does not transport packages. Each shipment is carried by the Carrier selected at the counter, under that Carrier's own terms.

4.Onboarding and equipment

You are responsible for providing and maintaining, at your own cost, the hardware and connectivity the Platform requires, including a computer or tablet with a supported browser, a label printer, a calibrated shipping scale, a measuring device, and a reliable internet connection. Printing is performed through the browser and does not require a print server or additional software.

You will complete the onboarding and training we provide before processing live shipments, and you will ensure that every employee who operates the counter is trained on weighing, measuring, prohibited items, and customer data handling.

You will keep your scale accurate and, where required by state or local weights-and-measures law, certified. Inaccurate scales are the leading cause of Adjustments under Section 7.

You are responsible for all licenses, permits, registrations, and tax obligations applicable to your retail business, including any authorization required to act as a shipping outlet in your jurisdiction.

5.Rates, markup, and margin

5.1 The rate chain

Pricing moves through three tiers: the Carrier's cost to BoxHero, the Wholesale Rate BoxHero charges you, and the Retail Price you charge your customer.

5.2 You set your retail pricing

You have complete discretion over the Retail Price you charge, whether by percentage markup, flat uplift, service-level rules, or manual override. We provide default markup settings as a convenience only. Nothing in this Agreement requires you to charge any particular price, and we do not set, control, or approve your prices.

5.3 Our margin

Our compensation is the difference between the Carrier's cost and the Wholesale Rate. We may change Wholesale Rates and our margin at any time on notice through the Platform. Changes apply to shipments processed after the change takes effect.

5.4 No guaranteed margin

We do not guarantee any level of savings, margin, transaction volume, or revenue. Any figures in marketing materials, pro formas, or conversations are illustrations, not projections or promises, and you should not rely on them in deciding to enroll.

6.Wallet, settlement, and payouts

6.1 Prepaid model

You fund a Wallet in advance and every shipment draws the Wholesale Rate from it at the time the label is generated. Funds in the Wallet are a prepaid credit toward shipping services, are not a deposit account, are not FDIC insured, and do not earn interest.

6.2 Automatic top-up

You may enable automatic top-up, authorizing us to charge your designated payment method when the balance falls below your threshold. If a top-up fails, label generation is suspended until the Wallet is funded.

6.3 Stripe Connect

Payments and payouts are processed through Stripe Connect. You must complete Stripe's onboarding, including identity and business verification, and you agree to the Stripe Connected Account Agreement. Stripe may hold, delay, or reverse funds under its own terms and under applicable law, and we are not liable for actions Stripe takes.

6.4 Card acceptance at the counter

Where you accept your customer's card through the Platform, the transaction settles to your connected Stripe account net of processing fees, and you bear the risk of chargebacks on those transactions. Where you accept payment outside the Platform, collection is entirely your responsibility.

6.5 Negative balances

Adjustments, chargebacks, and reversals may drive the Wallet below zero. You agree to cure a negative balance within five business days, and you authorize us to charge your payment method, offset against pending payouts, or debit your connected account for the amount owed. Unpaid balances accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, and you are responsible for our reasonable costs of collection.

6.6 Statements

The Platform provides a running transaction history and periodic statements. You should review them promptly. Absent manifest error, a statement is deemed accepted if you do not dispute it in writing within 60 days.

7.Adjustments and chargebacks

You authorize us to charge your Wallet, and if insufficient your payment method or connected account, for every Adjustment a Carrier assesses on a shipment created at your location, including weight and dimensional corrections, address corrections, residential reclassification, additional handling, oversize, extended area, peak season and fuel surcharges, return-to-sender and refusal charges, storage, disposal, duties and brokerage billed back to the sender, and any other charge assessed under the Carrier's tariff.

Adjustments typically arrive 30 to 90 days after the ship date. We may charge an Adjustment up to 180 days after the ship date, and longer where the Carrier bills us later than that. Every Adjustment appears in your transaction history with the Carrier's stated reason and, where the Carrier supplies it, the measurement it recorded.

To dispute an Adjustment, notify us within 30 days of the date it appears. We will submit the dispute to the Carrier with any evidence you provide, such as scale readings, dimension photographs, or timestamped counter records. The Carrier decides and its decision is final. We do not absorb Adjustments and we are not obligated to credit one the Carrier does not reverse.

Persistent Adjustment rates materially above the network average indicate an equipment or training problem at the counter. We may require corrective action, additional training, or scale recertification, and may suspend the location under Section 16 if the pattern continues.

8.Counter operations

For every shipment processed at your location you will:

• weigh and measure the package accurately with calibrated equipment, and enter the measured values rather than estimates;
• collect and enter complete and accurate sender and recipient information;
• ask the customer what is in the package and record an accurate contents description;
• refuse any shipment that violates Section 9;
• ensure the package is adequately packed for automated parcel handling, and offer packing services or materials where it is not;
• affix the label flat and unobstructed on the largest surface, and remove or fully obscure prior labels and markings;
• disclose to the customer, before payment, the Retail Price, the estimated delivery window, the Carrier selected, and the applicable liability limit and any declared value option;
• tender packages to the correct Carrier or authorized drop-off point on the ship date, and secure packages awaiting tender; and
• retain end-of-day manifests and tender records for at least 12 months.

You are solely responsible for your employees, your premises, cash handling, customer service at the counter, and compliance with employment, safety, and consumer protection law. You will not represent that BoxHero or any Carrier employs your staff or operates your store.

9.Prohibited items and screening

You will not accept, and will not knowingly process, any shipment containing an item prohibited under Section 9 of the Terms of Service, under the selected Carrier's rules, or under any applicable law. That list includes illegal drugs and cannabis products, firearms and ammunition, explosives and fireworks, live animals, human remains, counterfeit goods, currency and bearer instruments, and undeclared hazardous materials.

You will train counter staff to ask what is in every package, to recognize common prohibited and restricted categories, and to refuse a shipment where the answer is evasive or the packaging suggests an undeclared hazard. You will not accept a package the customer refuses to describe.

Alcohol, tobacco and nicotine, lithium batteries, aerosols, perishables, pharmaceuticals, and high-value goods may be accepted only where the selected Carrier permits them, you hold any required license, and the shipment is properly declared, packaged, and labeled.

You are responsible for all fines, penalties, seizures, carrier charges, and third-party claims arising from a prohibited or misdeclared shipment accepted at your location, and you will indemnify us for them under Section 21.

10.Claims and carrier liability

Liability for loss or damage is the Carrier's and is limited by the Carrier's tariff, commonly to a low default amount unless a higher value is declared and paid for. Some regional and alternative Carriers accept lower limits or none. The applicable limit is shown in the Platform at the point of sale, and you will disclose it to the customer under Section 8.

You will report loss or damage to us promptly and always within the Carrier's claim window, which is often as short as 5 to 15 days for visible damage. You will collect from the customer and provide to us any photographs, proof of value, and packaging evidence the Carrier requires, and instruct the customer to retain the packaging.

We will file and pursue the claim with the Carrier at no additional charge and pass through any recovery to your Wallet. We do not guarantee any outcome and we do not pay claims the Carrier denies.

Any service commitment, refund, or goodwill credit you offer your customer beyond what the Carrier pays is your own commercial decision and your own cost.

11.Customer data and privacy

As between you and BoxHero, you are the controller of Hub Customer personal information you collect at the counter, and we process it on your behalf as your service provider or processor. We will:

• process Hub Customer personal information only to provide the Platform, to comply with law, and as you otherwise instruct;
• not sell it, share it for cross-context behavioral advertising, or use it for our own marketing;
• apply the security measures described in our Privacy Policy;
• scope access so that your location's records are visible only to your authorized users and to our personnel who need access; and
• assist you in responding to a Hub Customer's privacy request or a personal data breach.

You will provide any notices and obtain any consents your customers are owed, post a privacy notice covering your own collection practices, and handle privacy requests directed to you. You will not enter a Hub Customer's information into the Platform for any purpose other than processing that customer's shipment, and you will not export customer lists from the Platform to market unrelated products without a lawful basis.

Shipment records for shipments processed at your location are also used by BoxHero in aggregated and de-identified form for network planning and carrier negotiation, which benefits Wholesale Rates across the network.

12.Branding and marks

During the term we grant you a limited, revocable, non-exclusive license to display the ShipLane and "Powered by BoxHero" marks and badge assets we supply, solely to identify your location as a participating Partner Hub. You will use the assets as supplied, without alteration of proportions, colors, or wordmark, and you will follow any brand usage guidance we publish.

You will not register or attempt to register any mark, domain name, social account, or business name that includes or is confusingly similar to ShipLane or BoxHero. You will not represent yourself as a franchisee, agent, subsidiary, or authorized representative of BoxHero beyond the participation this Agreement describes, and you will not use a Carrier's marks except as that Carrier separately authorizes.

All goodwill in our marks accrues to us. On termination you will remove our marks from your storefront, signage, website, listings, and printed materials within 15 days.

13.Confidentiality

"Confidential Information" means non-public information either party discloses in connection with this Agreement, including Wholesale Rates, rate cards, margin structures, carrier participation terms, unreleased Platform features, network volume data, and pricing methodology, and, on your side, your customer lists and financial information.

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform this Agreement, and disclose it only to employees and advisors who need it and are bound by comparable obligations. Confidential Information does not include information that is public through no breach, was already known without a duty of confidence, is independently developed, or is lawfully received from a third party.

Wholesale Rates are strictly confidential. You will not publish them, post them online, share them with another shipping platform or carrier, or use them to solicit a competing rate, and you will not resell Platform access, credentials, or rates to any third party or process shipments for another retail location that is not enrolled under this Agreement. Breach of this paragraph causes harm that money cannot fully repair, and we may seek injunctive relief without posting bond, in addition to termination under Section 16.

Either party may disclose Confidential Information where legally compelled, after giving the other prompt notice where lawful. Confidentiality obligations survive for three years after termination, and indefinitely for information that qualifies as a trade secret.

14.Insurance

You will maintain, at your own expense, commercial general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, property insurance covering packages in your custody, workers' compensation as required by law, and, where you operate vehicles for pickup or delivery, commercial auto liability of at least $1,000,000. You will name BoxHero Logistics Corp as an additional insured on the general liability policy and provide a certificate of insurance on request and on each renewal.

15.Independent business; no franchise

You are an independent business. You control your own operations, employees, premises, and commercial decisions. Each party bears its own costs and taxes. Neither party may bind the other or make representations on the other's behalf.

This Agreement is non-exclusive in both directions. You may work with other shipping platforms and carriers. We may enroll other Hubs anywhere, including near your location, and may sell directly to consumers and businesses in your area. No territory, exclusivity, or protected radius is granted.

16.Term and termination

This Agreement begins when you accept it and continues until terminated. There is no minimum term and no early termination fee.

Termination for convenience. Either party may terminate on 30 days' written notice.

Termination for cause. Either party may terminate immediately if the other materially breaches and fails to cure within 15 days of written notice, or immediately and without a cure period if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

Immediate suspension. We may suspend your access without prior notice if we reasonably suspect fraud, if you breach Section 9 or Section 13, if your Wallet carries an uncured negative balance, if a Carrier requires it, or if continued access presents a legal or security risk. We will tell you why and, where the issue is curable, what is required to restore access.

17.Effect of termination

• Your license to the Platform and to our marks ends immediately.
• You will stop generating labels and will tender any labels already generated, or void them where the Carrier permits.
• You will remove our marks under Section 12 within 15 days.
• We will export your shipment history and customer records to you in a standard format on request made within 90 days of termination, after which we may delete them subject to the retention periods in the Privacy Policy.
• We will return your remaining Wallet balance, less amounts you owe, within 30 days, except that we may hold a reasonable reserve for up to 180 days to cover Adjustments and chargebacks that have not yet arrived. We will release the unused reserve when the holdback period ends.
• Sections 6.5, 7, 9, 10, 11, 13, 17, 18, 19, 20, 21, 22, 23, and 25 survive.

18.Representations and warranties

You represent and warrant that: you are a validly formed business in good standing; the person accepting this Agreement is authorized to bind you; you hold all licenses and permits required to operate your retail location and act as a shipping outlet; you will comply with all applicable laws, including consumer protection, weights and measures, hazardous materials, export control, sanctions, and privacy law; the information you give us about your business, ownership, and locations is accurate; and you are not subject to any agreement that prevents you from entering this Agreement.

19.Disclaimers

20.Limitation of liability

These limits do not apply to your payment obligations under Sections 6 and 7, to either party's indemnification obligations under Section 21, or to a breach of Section 13.

21.Indemnification

By the Hub. You will defend, indemnify, and hold harmless BoxHero and its officers, directors, employees, and agents from any claim, demand, loss, liability, fine, penalty, damage, and expense, including reasonable attorneys' fees, arising out of or relating to: shipments accepted at your location, including their contents, packaging, weights, dimensions, and declarations; your Retail Prices and any representation you make to a customer; injury or damage occurring at your premises; your employees; your handling of Hub Customer personal information; your breach of this Agreement or of any Carrier's terms; and your violation of any law.

By BoxHero. We will defend, indemnify, and hold harmless the Hub from any third-party claim alleging that the Platform, as we provide it and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark. This does not apply to claims arising from your modification of the Platform, your combination of it with anything we did not supply, or your continued use after we provide a non-infringing alternative.

The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement that imposes an obligation on the indemnified party may be made without its consent.

22.Dispute resolution

Escalate first. Before starting a formal proceeding, the parties will exchange a written notice of dispute and attempt in good faith to resolve it within 60 days, with each party's senior business representative participating.

Arbitration. If not resolved, any dispute arising out of or relating to this Agreement will be settled by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, in Kings County, New York, or by video conference. The Federal Arbitration Act governs. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party is entitled to recover its reasonable attorneys' fees and costs.

Exceptions. Either party may seek injunctive or other equitable relief in court to protect intellectual property or Confidential Information, and either may bring an individual claim in small claims court.

23.Governing law and venue

This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules, and by applicable federal law. For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Kings County, New York.

24.Changes to this agreement

We may update this Agreement. We will post the updated version and notify you by email and in the Platform at least 30 days before it takes effect. If you object to a material change, you may terminate under Section 16 before the effective date without penalty. Continuing to process shipments after the effective date means you accept the updated Agreement.

Wholesale Rate changes are made under Section 5.3 and are not amendments to this Agreement.

25.General provisions

Entire agreement. This Agreement, together with your enrollment form, the Privacy Policy, and any addendum we both sign, is the entire agreement about the subject matter and supersedes prior discussions and marketing materials.

Order of precedence. A signed addendum controls over this Agreement; this Agreement controls over the enrollment form and over any Platform help content.

Severability, waiver, assignment. An unenforceable provision will be limited or severed and the rest remains in effect. Failure to enforce is not waiver. You may not assign this Agreement, including by change of control or sale of your business, without our written consent, which we will not unreasonably withhold; we may assign freely to an affiliate or successor.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, labor disputes, epidemics, war, terrorism, civil unrest, government action, Carrier network failures, and utility or internet outages. Payment obligations are not excused.

Notices. Notices to you go to the email and address on your enrollment record and are effective on sending. Notices to us go to legal@boxhero.com and to the address in Section 26, and are effective on receipt.

Publicity. Neither party will issue a press release naming the other without consent. We may list your store name and city in a public directory of Partner Hub locations.

Third-party beneficiaries. Carriers are intended third-party beneficiaries of Sections 8, 9, and 21.

Counterparts and electronic signature. This Agreement may be accepted electronically and in counterparts, each of which is an original.

26.Contact us