API Access Agreement

May 2018

Pursuant to the Sales Facilitation Agreement (“Agreement”) between:

1. you, and if applicable, the company or legal entity that you represent (“Company”); and
2. Zenda Group Ltd. (“Zenda”)

Description of API

Zenda currently provides API content for shipping and delivery services on a restricted global basis as follows:

• Phase 1: API enables delivery to customers throughout the United Kingdom (Active)
• Phase 2: API provides delivery for 20+ countries in Europe (Active)

Upon the effective date of the Agreement, Zenda will provide access to and technical support for Company to connect to Zenda API for your review and integration. The Zenda API provides Quoting, Booking and International Shipping Delivery Options for cross border shipping from the United States to various global destinations. The integration between the two parties will be based on Zenda’s APIs, which are scoped to provide specific solutions based on the terms of service provided in the Agreement.

Invoicing and Collections will be processed via Zenda servicing API and related systems. Any separate pricing beyond that required in connection with Zenda API will be at the discretion of the Company.

Access to API

During the Term and subject to all of the terms and conditions of the Agreement, Zenda grants to Company a limited and terminable right to access Zenda API. Company acknowledges that its relationship with Zenda is non-exclusive and that Zenda may enter into similar arrangements with third parties.

Restrictions regarding use of Zenda API

Compliance with Zenda’s directions. Company shall comply with all directions and instructions from Zenda with respect to Company’s access to and use of Zenda API.

Compliance with law. Company shall comply at all times with all applicable laws and regulations and acknowledges that it is the sole responsibility of Company to ensure that the information it transmits complies with all applicable laws and regulations.

No unauthorized use of Zenda API. Company shall not copy, publish, disclose or otherwise make available to any third party any Zenda API in any unauthorized form or manner. Company shall not engage in any “screen scraping,” or use any automated algorithm, device, method, system, software or manual process to access, use, search, copy, monitor or extract API from or through any source other than as authorized by the Agreement. Company shall abide by all of the terms and conditions applicable to the use of a Zenda website (including any additional obligations related to “screen scraping”). Company shall take all precautions necessary to prevent unauthorized access to Zenda API.

Suspension. If any problem is detected by Zenda as a result of Company’s access to Zenda API which causes technical problems or influences the performance of any Zenda system, Zenda shall have the right at its sole discretion to automatically suspend such access, in addition to any other remedy Zenda may have in accordance with the Agreement and applicable law.

Other restrictions. Company shall have sole responsibility for adequate protection and backup of all of its API and/or equipment it uses in connection with this Agreement. Company agrees that Zenda may monitor its use of Zenda API pursuant to this Agreement and Company shall not block or interfere with such efforts.

Company compliance commitments

Fraud prevention. Company is liable for all fraudulent uses or attacks when they arise from Company or from third parties whose access arose from the use of Company’s Software.

Compliance with additional terms of use. Company further agrees to abide by the additional terms specific to Zenda as set forth in the any additional terms of use, including completing any certification process requested by Zenda.

Technical systems

Review of technical systems. Company shall provide Zenda with reasonable access to its Software, systems and other materials related to its obligations under this Agreement as reasonably requested by Zenda in order to verify Company’s compliance with this Agreement. In addition, Zenda has the right to request, on reasonable advance notice, to inspect Company’s books and records relevant to Zenda API to ensure its compliance with the provisions of this Agreement, including with its obligations following a termination.

Intellectual property ownership and API security

Ownership of Zenda API. Company agrees that all Zenda API is owned by Zenda and Zenda has the right to direct Company in connection with its processing of Zenda API. No title to Zenda API or any proprietary rights therein are transferred to Company or to any other person, and all rights not expressly granted are reserved by Zenda.

API security. Company shall establish, implement and maintain technical and organizational safeguards against the unauthorized disclosure, access, use, destruction, loss, damage or alteration of Zenda API that is in the possession. Zenda shall comply with all applicable API protection and privacy laws and regulations and shall not do or omit to do anything which has the effect of placing Company in breach of any such laws or regulations.

Back-ups. Company agrees that it shall have sole responsibility for adequate protection and backup of API and/or equipment it uses in connection with Zenda API.

Technical support

Technical Integration of the Zenda API’s will be required by the Company / Reseller technical teams. Assistance can be provided by the Zenda support team.

• Zenda provides a "one stop shop" shipping, labelling and manifesting solution. This includes the lane development and tracking, engine creation and certification, integration, engineering, deployments and support with our in-house staff.

The following operational requirements will be undertaken by Zenda to prepare your operations for launch:

• Direct provision is provided for an end-to-end “carrier” platform solution that directly connects the e-commerce market and provides channel solutions to capture shipments from the source and provide delivery to the end consumer. The technology will provide the courier structure for connecting and pickup from the first mile carrier along with providing the Air carrier line haul, full tracking and final mile carrier. The outcome of the integration will enable a full cart-to-consumer solution for the retailer.