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**Courier Partner Program Agreement**

This COURIER PARTNER PROGRAM AGREEMENT (this “_Agreement_”) is entered into as of the date of its acceptance (the “_Effective Date_”), by and between DispatchIt, Inc., a Delaware corporation (“Dispatch”), and the legal entity identified during the account creation process (“_you_” or the “_Partner_”).

## Acceptance

By clicking on the button that reads “I have reviewed the linked documents, and agree to the terms and conditions set forth herein” (or words of similar import), completing the courier partner account registration process, or otherwise participating in the program described below, you represent that you (1) have read, understand, and agree to be bound by this Agreement, and (2) have full capacity and authority to form a binding contract with Dispatch on behalf of the Partner, and to bind such entity to this Agreement.

Through this Agreement, Dispatch agrees to provide Partner with access to and use of its Courier Partner Integration Program (the “_Program_”), as described herein.

## Summary of Program

Dispatch operates a proprietary digital marketplace platform (the “_Marketplace_”) that connects commercial users in need of final-mile delivery services (“_Shippers_”) with independent service providers. By accepting Partner into the Program, Dispatch agrees to integrate Partner’s driver network into the Marketplace and thereby route orders from Dispatch’s commercial end-users directly to Partner’s employees or independent contractor drivers (Partner’s “_Drivers_”).

## Services; Duties

During the Term, Dispatch agrees to:

- Support Partner’s Driver onboarding program and related operations  
- Provide Partner’s Drivers with access to the Marketplace  
- Only share financial information with Partner’s designated contacts, not its individual Drivers

In return, Partner agrees to:

- Obtain background checks that comply with the terms below for all Drivers that take Dispatch orders  
- Maintain proof of insurance and liability coverage that complies with the terms below  
- Act professionally and not directly solicit any Shippers first met through Dispatch’s connections  
- Direct that all Drivers use the Dispatch mobile web application (the “_Dispatch App_”) to complete deliveries

## General Terms and Conditions

By entering into this Agreement, each of Dispatch and the Partner covenant and agree as follows:

1. _Integration; Nature of Services_. Dispatch has created and is offering to Partner the right to participate in the Program and the associated systems and platform provided through the Dispatch Application (the “Services”), under the terms set forth in this Agreement. Following execution hereof, Dispatch will promptly integrate Partner into the Program and provide further instructions as to the process for onboarding and registering Drivers under Partner’s profile.

2. _Term; Termination_. The term of this Agreement (the “Term”) shall be a period commencing on the Effective Date and ending one (1) year thereafter; provided, however, that this Agreement shall renew for additional one (1) year terms thereafter. Either party may terminate this Agreement at any time, with or without cause, upon sixty (60) days’ written notice to the other party. If either party fails to comply in any material respect with any conditions herein and such failure continues for thirty (30) days after written notification from the non-breaching party, the non-breaching party may terminate this Agreement upon written notice to the breaching party.

3. _Pricing; Invoices_. During the Term, Dispatch will bill each Shipper serviced by Partner’s Drivers according to Dispatch’s applicable standard rate cards, which depend, in part, on the service provided, vehicle type, and local market rates. The amount payable to the Partner (the “_Run Price_”) in respect of each specific delivery job (a “Run”) will be viewable in the Dispatch App prior to acceptance by Partner or its Drivers, and is based on pricing ordinarily offered to similarly situated drivers in the market. Upon successful completion of a Run by Partner’s Drivers, Dispatch will pay the Run Price to the Partner; provided, however, that Dispatch may batch such payments and pay them over to Partner according to Dispatch’s standard driver payment terms.

4. **Proprietary Rights; Use of Name.**
   a. All right, title, and interest in and to all materials associated with the Services or the Marketplace, including all copyright, trademark, patent, and trade secrets, Dispatch’s Confidential Information, and any other proprietary rights (“IP Rights”) therein, are owned by and will remain owned by Dispatch. Partner has no right, title, interest, license, or authorization with respect to any of such materials or associated IP Rights. This Agreement grants no right, title, or interest in or to any IP Rights in or relating to the Services or the Marketplace.

b. Partner shall not utilize the name, logo, trade dress, or other identifying information of Dispatch or any Shipper in any advertising or promotional communications without prior written consent of Dispatch.

5. **Confidential Information.**  
   a. In connection with this Agreement, Dispatch and Partner may disclose or make available Confidential Information to the other party. Each party hereby undertakes to use the Confidential Information of the other party only as reasonably necessary to carry out the purposes of this Agreement and undertakes to hold such Confidential Information in strict confidence, utilizing at least the same standard of care to protect the Confidential Information as it employs for the protection of its own proprietary information, but in no case less than a commercially reasonable standard of care, and not to disclose any Confidential Information to any person or entity without the prior written consent of the other party other than those of its employees with a need to know and who have a duty or obligation to maintain the confidentiality of Confidential Information.

b. “_Confidential Information_” means information that the disclosing party considers confidential or proprietary, including information consisting of or relating to the disclosing party's technology, software, trade secrets, know-how, business operations, plans, strategies, customers, and pricing terms or methods, whether or not marked, designated, or otherwise identified as “confidential”. Confidential Information does not include information that was known to the receiving party prior to disclosure, was generally known by the public prior to disclosure, was received by the receiving party on a non-confidential basis from a third party, or which the receiving party can demonstrate was or is independently developed by the receiving party.

6. _Relationship of Parties_. The parties do not intend this Agreement to create a legally recognized partnership, joint enterprise, or joint venture between the parties. Neither party nor its contractors, employees or agents have authority to enter into contracts or agreements on behalf of the other party. This Agreement contains the entire understanding between the parties as of the effective date concerning the subject matter, except to the extent specifically referenced herein.

7. _Insurance_. Partner agrees to obtain and maintain, during the Term, all insurance customarily required or advisable in the conduct of its business, including, without limitation, the following minimum insurance coverage (the “_Required Insurance_”):
   i. Worker’s Compensation Insurance in accordance with the applicable law or laws, but no less than $1,000,000.  
   ii. Employer’s Liability Insurance with limit of at least One Million Dollars ($1,000,000).  
   iii. Commercial General Liability with a combined Bodily Injury and Property Damage limit of at least One Million ($1,000,000) dollars per occurrence and Two Million Dollars ($2,000,000) in the aggregate.  
   iv. Commercial Automobile Liability Insurance of at least One Million ($1,000,000) dollars, combined single limit.  
   v. Cargo insurance covering all loss or damage occurring to the goods transported under this Agreement while in the possession or under the control of the Drivers, of no less than $100,000 per occurrence.

8. **Driver and Delivery Standards.**  
   a. Partner understands and acknowledges that Dispatch’s commercial success is owed, in part, to the high standards to which it holds the delivery professionals that provide services through the Marketplace. Accordingly, as a condition to this Agreement, Partner promises to: (i) cause each Driver performing services under this Agreement to sign up with Dispatch directly through the Courier Partner Sign-Up Page, at a link to be provided upon integration; (ii) cause each Driver to accept and be bound by (x) the Dispatch Platform Provider Agreement (the “_Provider Agreement_”), (y) the Dispatch Anti-Harassment Policy, and (z) the Dispatch Privacy Policy, each as amended from time-to-time; (iii) perform pre-engagement background checks on all of its Drivers as a condition to their access to the Dispatch App, such checks to comport with the minimum standards provided to Partner by Dispatch from time-to-time (the “_Minimum Standards_”); and (iv) cease allowing any Driver that fails to continually meet the Minimum Standards to continue providing services via the Marketplace.

b. Partner shall be responsible and liable for the acts and omissions of all of its Drivers, and each of its other employees, agents, representatives, contractors, and subcontractors. Partner shall be solely responsible for ensuring that such personnel are fully qualified to perform delivery services hereunder and that they perform services in compliance with the terms of this Agreement and the Provider Agreement.

c. Partner shall be solely responsible for determining whether a delivery request can be completed without violation of applicable laws, and must notify Dispatch prior to acceptance of any cargo if the delivery request would be unlawful.

d. In addition, Partner shall be responsible for: (i) any and all payments due to its Drivers for performance of Runs, or other services rendered; (ii) preparation of all tax filings, and withholding of all required taxes, with respect to its Drivers; (iii) provision of required benefits, if any, to its Drivers; (iv) supervision and training of Drivers; and (v) maintenance of Driver profiles in the Dispatch system (e.g., with respect to driver name, vehicle type, availability, and similar required data).

e. Partner shall, at its sole cost and expense: (i) furnish all equipment necessary for its Drivers to perform the delivery services on behalf of Shippers (the “_Equipment_”); (ii) pay all expenses, and bear all liability and risk of loss, related to the use and operation of the Equipment; (iii) maintain the Equipment in good repair, mechanical condition and appearance; and (iv) cause the Drivers to abide by Dispatch’s Hazardous Materials Policy, as in effect from time-to-time.

9. **Indemnification; Allocation of Risk**. The parties agree to provide indemnification as set forth in this section:  
   a. *By Dispatch*. Dispatch will indemnify, defend and hold Partner harmless against any and all losses, costs, expenses, damages, liabilities, fees, penalties, and fines (collectively, “Losses”) incurred by or awarded against Partner arising out of any third-party claims or lawsuits which allege that such Losses were caused by or attributed to Dispatch’s provision of the Services through the Marketplace (except to the extent such Losses relate to the conduct of Partner or Partner’s Drivers) or an infringement by Dispatch of any third party’s IP Rights.
   
   b. *By Partner*. Partner will indemnify, defend and hold Dispatch harmless against any and all Losses incurred by or awarded against Dispatch arising out of or related to any claims or lawsuits which allege that such Losses were caused by or attributable to (i) the actions or inactions of Partner’s Drivers, or (ii) Partner’s use of the Services or access to the Marketplace. For avoidance of doubt, such indemnification or release of liability shall include, without limitation, any and all personal injury, property damage, parcel loss or damage, or wrongful death actions related to or caused by Partner’s Drivers, in addition to any *respondeat superior,* failure to supervise, hire, or train, or similar liabilities that may be alleged against Partner or Dispatch with respect to Partner’s Drivers.

10. **Limitation of Liability**.  
    a. Under no circumstances will either party be liable to the other (or any of their officers, directors, employees, contractors or agents) for (a) any indirect, special, incidental, consequential, liquidated, special or exemplary damages or penalties, including without limitation, those related to any death, disability, injury, or damage to tangible property (except to the extent subject to indemnification obligations pursuant to Section 9 above), or (b) damages for losses of business, revenue, loss of profits or anticipated profits, loss of goodwill, work stoppage, computer failure or malfunction, loss of data, or negligence of any kind, including without limitation any such damages related to or arising from system downtime, unavailability, or other interruption of service with respect to the Marketplace. The foregoing limitations apply regardless of whether such damage was foreseeable and whether the party in question has been advised of the possibility of such damages.

b. **Each Party warrants that it will comply with all applicable laws, rules and regulations applicable to it in connection with this Agreement**. EXCEPT FOR THE FOREGOING, NEITHER PARTY MAKES ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, WHETHER RELATED TO THE MERCHANTABILITY, PERFORMANCE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THE PRODUCTS AND SERVICES. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, THE SERVICES AND ACCESS TO THE MARKETPLACE ARE PROVIDED ON AN “AS IS” BASIS. IN PARTICULAR, DISPATCH DOES NOT WARRANT OR GUARANTEE THAT THE MARKETPLACE, DISPATCH APP, OR ANY RELATED SERVICES WILL BE FAILSAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS OR THAT THE SERVICES, MARKETPLACE, OF DISPATCH APPLICATION WILL MEET CUSTOMER’S REQUIREMENTS. DISPATCH IS NOT LIABLE FOR ANY DOWNTIME OR SERVICE INTERRUPTION, FOR ANY LOST DATA OR SYSTEMS, OR FOR ANY OTHER DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, DISPATCH APPLICATION, OR THE MARKETPLACE.

11. _Dispute Resolution_. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with Dispatch, will be resolved by binding arbitration, rather than in court, as more fully described in **Appendix A** hereto (together with this Section 11, the “_Arbitration Agreement_”), except that (a) you may assert claims or seek relief in small claims court if your claims qualify, and (b) you or Dispatch may seek equitable relief in court for infringement or other misuse of intellectual property rights. The Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

12. _Assignment_. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Dispatch’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Dispatch may assign this Agreement, without consent or prior notice, as part of any change in control event, including without limitation, any merger, asset sale, or sale of stock.

13. _Amendments_. THIS AGREEMENT IS SUBJECT TO CHANGE BY DISPATCH IN ITS SOLE DISCRETION AT ANY TIME. If Dispatch makes any material changes to this Agreement, it will provide notice of such material changes through an in-App notification, or by attempting to notify you by sending an e-mail to the e-mail address provided in your Courier Partner Account registration. Any changes to this Agreement will be effective upon your consent to and acceptance of the updated Agreement (such as a click-through acceptance), which Dispatch may require before further use of the Services is permitted. If you do not agree to the updated Agreement, you must stop using all Services upon the effective date of the updated Agreement. Otherwise, your continued use of any of the Services after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. YOU AGREE THAT DISPATCH’S CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

14. _Severability_. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

15. _Notice_. Where Dispatch requires that you provide an e-mail address, you are responsible for providing Dispatch with your most current e-mail address. In the event that the last e-mail address you provided to Dispatch is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Dispatch’s sending of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Dispatch at the following address: DispatchIt, Inc., 1401 W. 94th Street, Bloomington, MN 55431. Such notice shall be deemed given when received by Dispatch by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

16. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17. _Governing Law_. ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF MINNESOTA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

18. _Exclusive Venue_. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Dispatch agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of Minnesota.

19. _Electronic Communications_. The communications between you and Dispatch may take place via electronic means, whether you visit the Services or send Dispatch e-mails, or whether Dispatch posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Dispatch in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Dispatch provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

## Appendix 1

## Arbitration Agreement

1. _Arbitration Rules and Forum_. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Dispatch will pay them for you. In addition, Dispatch will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

2. _Authority of Arbitrator_. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Dispatch. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

3. _Waiver of Jury Trial_. YOU AND DISPATCH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Dispatch are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11 of the Agreement (Dispute Resolution) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

4. _Waiver of Class or Other Non-Individualized Relief_. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER, COURIER PARTNER, DRIVER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.

5. _30-Day Right to Opt Out_. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: arbitration@dispatchit.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Dispatch username (if any), the email address you used to set up your Dispatch account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with Dispatch.

6. _Severability_. Except as provided in Section 4 of this Arbitration Agreement (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

7. _Survival of Agreement_. This Arbitration Agreement will survive the termination of your relationship with Dispatch.

8. _Modification_. Notwithstanding any provision in this Agreement to the contrary, we agree that if Dispatch makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Dispatch at the following address: DispatchIt, Inc., 1401 W. 94th Street, Bloomington, MN 55431.