Economy/Economy+ Terms Of Service

1. Certain Definitions

1.1. The following terms, when used in this Agreement will have the following meanings:

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Content” means content and other material supplied or made available to Postal by you through the use of or access to the Postal Services.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Postal for the Postal Services.

“Postal Send(s)” means the purchasing and sending of a specific gift, collections of gifts, or for an amount which can be used to redeem a gift from the Postal Services.

“Postal Services” means the SaaS-based platform for managing and sending marketplace items and direct mail provided by Postal to you (including the Postal APIs, Documentation and technical support that may be made available by Postal to you in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by Postal.

2. Changes

2.1. These Terms. Postal may revise these Terms from time to time. If Postal does revise these Terms, the revised Terms will supersede prior versions. Unless Postal says otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. Postal will provide you with notice of any material revisions. This notice will be provided via the Postal Services user interface, a pop-up notice, the account portal, an email to the email address Postal has on file, or through other reasonable means. For other revisions, Postal will update the effective date of these Terms at the top of the page. You are responsible for checking for revisions to these Terms whenever you visit Postal’s website or account portal. Your continued access or use of the Postal Services on or after the effective date of any revision to these Terms constitutes your acceptance of any such revisions. If you don’t agree to the revisions, you must stop using the Postal Services immediately and Postal is not obligated to provide you with the Postal Services.

2.2. Postal Services. You acknowledge that Postal may change, deprecate or republish the Postal Services, Postal APIs for any Postal Services, or any features of the Postal Services from time to time, and that it is your responsibility to ensure that calls or requests you make to the Postal Services are compatible with then-current Postal APIs for the Postal Services. Although Postal endeavors to avoid changes to the Postal APIs or Postal Services that are not backwards compatible, if any such changes become necessary Postal will use commercially reasonable efforts to notify you of Postal’s implementation of any such incompatible changes to the Postal Service.

3. Postal Services

3.1. Provision of Services. Subject to the terms and conditions of this Agreement and the Postal Acceptable Use Policy (the “AUP”), Postal will use commercially reasonable efforts to make the Postal Services available to you pursuant to this Agreement, and hereby grants you a non-exclusive right to access and use the Postal Services to manage Customer Content, including the right to write and execute software applications or websites (“Customer Applications”) that interface with the Postal Services. If Customer is an agency, such rights may, as agreed by the parties, be restricted to access and use on behalf of only certain Customer clients.

3.2. Restrictions. The rights granted herein are subject to the following restrictions (the “License Restrictions”):

(a) You will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Postal Services;

(b) Except for Customer Applications that use the Postal Services, you will not transfer, distribute, resell, lease, license, or assign Postal Services or otherwise offer the Postal Services on a standalone basis, and, without limiting the foregoing, if Customer is an agency, you will only use the Postal Services on behalf of your clients of which you are an agency of record and which have authorized you to use the Postal Services on behalf of such clients within the scope of your other bona fide agency responsibilities for such clients;

(c) You will not (nor will you permit any third party to) use the Postal Services in any manner that violates Postal’s AUP (or any other term of this Agreement);

(d) You will not otherwise use the Postal Services outside the scope expressly permitted hereunder;

(e) You will ensure that you and your end users do not use temporary email addresses or share user accounts among multiple individuals, and you acknowledge and agree that Postal may terminate the accounts of any end users that violate this Agreement or the AUP.

3.3. Account Registration; Other Customer Responsibilities.

(a) To use the Postal Services, you will be asked to create an account. As part of the account creation process, you will be asked to provide your email address and create a password. Until you apply for an account, your access to the Postal Services will be limited to what is available to the general public. When registering for an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current and complete after you create your account. You may not authorize others to use your account as defined by your email address, and you may not assign or otherwise transfer your account to any other person or entity.

(b) You will (i) be responsible for all use of the Postal Services and Documentation under your account (whether or not authorized), (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Application(s), (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Postal Services and Documentation and notify Postal promptly of any such unauthorized access or use and (iv) be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Postal Services, including as set forth in the Documentation. You will be solely responsible for your failure to maintain such equipment, software and services, or to use the current version of the APIs made available by Postal or, if you choose to use any of the SDKs made separately available by Postal, the current version of such SDKs, and Postal will have no liability for such failure. With your permission (which may be by email or other reasonable means), Postal may log into user accounts in order to debug the Postal Services.

(c) You hereby consent to receive electronic communications from us (including, inter alia, via email), including notices about your Account, such as password changes and information related to transactions. You agree that any notices, agreements, disclosures or other communications that we send to you, either electronically by email, pop-up, phone, text or by posting notices on the Website or Services, or in any other way, will satisfy any legal requirements, including, inter alia, that such communications are in writing. You hereby acknowledge that it is your sole responsibility to maintain copies of any electronic communications from us or with us by printing a paper copy or saving a digital copy.

(d) The Postal Services are controlled and operated within the United States and certain Services may only be intended for use inside the United States. You are hereby prohibited from accessing or using the website from anywhere the Website, Services or any of the features, functionality, tools, or content thereof, is illegal. If you choose to access the Website or Services from a location outside the United States, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

(e) Dormant Accounts. If there is no activity (as determined by us) on your account for the period of time set forth in the applicable unclaimed property laws and you have a Credit balance, we may notify you by sending an email to the email address we have on file for you, and give you the option of keeping your account open and maintaining or using the balance of Credit as permitted by this Agreement. We may also provide notice via U.S. mail. If you do not respond to our notice(s) within the time period specified in the notice(s), we may automatically close your account and report and/or deliver the Credit or any other value remaining in our dormant account to your state of residency as determined from your primary address, or another state with jurisdiction over the unclaimed property, as required by applicable law, laws with or without notice to you.

(f) Claimed, Canceled, and Expired Gifts. The Customer can cancel or expire a Gift in the Dashboard before it is claimed. Canceled or expired Gifts cannot be claimed by the Recipient. Postal reserves the right to cancel unclaimed Gifts or Gift Collections at any time and refund eligible amounts to the Customer for canceled items.

3.4. Postal Platform. You may use the Postal Services to purchase goods or services on the Postal platform (“Platform”). We may add to, terminate, and/or change the features of the Platform and the goods and services available for purchase on the Platform at any time, with or without notice to you.

(a) Platform Sending. When the Customer selects a Postal Send to send to one or more Recipients (“Campaign”), the Customer is responsible for establishing a Postal Send budget associated with the Campaign (i.e., the Postal Send Cost, Service Fee, and Taxes). This Campaign budget is estimated based on the maximum price of the Postal Send from which a Recipient may claim. The Customer is required to prepay such Fees, the estimated budget amount is charged to the Customer’s Payment Method and credited to the Campaign. Once a Recipient claims the Postal Send, the amount is deducted from the budget, and is adjusted because: (i) the Recipient may claim a Postal Send worth less than the cost allocated for that Postal Send; (ii) the Service Fee is calculated as a percentage of the adjusted Postal Send; and (iii) applicable Taxes may vary based on the Recipient’s selection and delivery address and are calculated as a percentage of the adjusted totals of (i) and (ii). Except for adjustments related to certain Taxes (where applicable), the final adjusted Fees for will not exceed the originally Campaign budget. You are responsible for ensuring that you have sufficient Credit to complete each transaction. If you do not have sufficient Credit to cover the purchase price plus applicable fees, it may cause the transaction to be declined.

(b) Postal Balance. The “Postal Balance” refers to the funds in the Customer’s Account, which are available for purchases with Postal. The Postal Balance may include (i) the difference between estimated and adjusted Postal Sends fulfilled in the Campaigns; (ii) funds from expired or unclaimed Postal Sends or credits issued by Postal; or (iii) Prepayment Credits. Postal will apply the Postal Balance first to the next Postal Send that results in a claimed Postal Send. If the Postal Balance is insufficient, Postal may (a) refuse to complete the transaction or (b) charge the Payment Method for the difference. The Customer can monitor the Postal Balance in its Dashboard, and Postal may deduct any outstanding Fees from this balance.

(c) Transactions with Participating Vendors. We may permit you to use the Platform to purchase goods and services from our participating third-party providers (“Vendors”). Except as specifically set forth herein, all matters between you and any Vendor, including but not limited to delivery and merchantability of goods and services, returns, and the honoring of warranties are solely and strictly between you and the applicable Vendor. You acknowledge that we do not endorse or warrant any Vendor nor the goods or services that they provide. To the maximum extent permitted by law, Postal has no liability for the goods or services underlying the transaction. All purchase transactions you make with a Vendor on the Platform are final unless required by law or as specified in the Vendor’s return policy. We are not a selling agent in connection with any sale or purchase by you of goods or services to a Vendor or any other person. We have no control over and, to the maximum extent permitted by law, disclaim all responsibility for the quality, fitness, safety, reliability, legality, or any other aspect of any good or service that you may purchase through the Service from a Vendor.

(d) Instant On-Demand Branding. Postal may make available to Customer additional features and logistics services utilizing the Instant On-Demand Branding feature to create custom branded Postal Sends using customer content. On-Demand Postal Sends are fulfilled either (i) on an on-demand basis/as-available basis, shipped directly from the On-Demand Vendor by way of Postal coordinating logistical services for Customer. Due to the customization of On-Demand, neither Customer nor its Recipients will be entitled to any return or exchange of any On-Demand Postal Sends.

4. Fees and Payment

4.1. Fees. To the extent the Postal Services or any portion thereof are made available for any fee, you agree to pay all applicable fees, including subscription fees, additional usage fees and other fees set forth in Postal’s standard schedule of fees, as may be updated from time to time, or any other order forms for the Postal Services ordered by you and accepted in writing by Postal. Except as provided in this Agreement or as otherwise mutually agreed upon in writing, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.

4.2. Subscription Fees. The Customer hereby authorizes Postal to bill the payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until the Customer terminates its account, and the Customer further agree to pay any charges so incurred. Postal reserves the right to change Postal’s prices. If Postal does change prices, Postal will provide notice of the change on the Site or in email to the Customer, at Postal’s option, at least 30 days before the change is to take effect.

4.3. Payment. The Customer hereby authorizes Postal to bill the payment method in advance on a periodic basis in accordance with the terms of the transaction fees and subscription fees until the Customer terminates its account, and the Customer further agree to pay any charges so incurred. The Customer authorizes Postal to charge its Payment Method for Postal Sends and draw from its Postal Balance, where applicable, for the Fees. If the Customer is paying by credit card, it authorizes Postal to charge the Payment Method as Fees come due. Postal reserves the right to change Postal’s prices. If Postal does change prices, Postal will provide notice of the change on the Site or in email to the Customer, at Postal’s option, at least 30 days before the change is to take effect. Overdue payments will incur a late fee of 1.5% per month.

4.4. Fee Disputes. You must notify Postal in writing if you dispute any portion of any fees paid or payable by you under this Agreement. You must provide that written notice to Postal within sixty (60) days of the applicable charge and Postal will work together with you to resolve the applicable dispute promptly. If you do not provide Postal with this written notice of your fee dispute within this 60 day period, you will not be entitled to dispute any fees paid or payable by you.

4.5. Suspension. If your use of the Postal Services exceeds the Credit balance you have available for use on the Platform, or if you fail to pay any amounts due by you, Postal may suspend your account without prior notice to you. Postal will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any suspension of your account pursuant to this section.

4.6. Net of Taxes. All applicable use, sales and other similar taxes and government charges will be payable by you. You will not withhold any taxes from any amounts due to Postal.

4.7. Postal Balance Refunds. Upon request, unused prepaid amounts in the Postal Balance can be refunded to the Customer’s original Payment Method within one (1) year of the deposit. Postal will not refund more than the amount charged to the Payment Method or the Postal Balance at the time of the request. Before submitting a refund request, any outstanding Postal Sends must be expired or canceled. The Postal Balance is forfeited after eighteen (18) months from the transaction.

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5. Proprietary Rights and Confidentiality

5.1. Postal’s Ownership Rights. As between the parties, Postal exclusively owns all right, title and interest in and to the Postal Services. Except for the express rights granted hereunder, Postal reserves all rights, title and interests in and to the Postal Services and Postal’s Confidential Information.

5.2. Postal Marks. Postal hereby grants you a non-transferable, non-sublicensable, non-exclusive license during the term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Postal (each, a “Postal Mark”) for the purpose of promoting or advertising that you use the Postal Services. In using Postal Marks, you may not: (a) display a Postal Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Postal; (b) use Postal Marks to disparage or make any negative statements about Postal or its products,  services, or business; or (c) display a Postal Mark on a site that violates any law or regulation. Furthermore, Postal may modify any Postal Marks at any time, and upon notice, you will use only the updated Postal Marks. Other than as permitted in this Section, you may not use any Postal Marks without prior written consent. All use of the Postal Marks will be subject to any trademark usage guidelines that Postal may provide from time to time, and Customer will conduct its business in a professional manner that reflects favorably on the goodwill and reputation of Postal.

5.3. Feedback. Customer may from time to time provide Postal suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Postal Services. Postal will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Postal will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback for any purpose.

5.4. Customer Content. As between the parties, the Customer Content and Customer Applications will be owned by you (or, if Customer is an agency, Customer’s client(s)). You hereby grant to Postal a non-exclusive, worldwide license to copy, distribute and use Customer Content only in connection with providing the Postal Services.

5.5. Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

5.6. Aggregated Information. Notwithstanding anything to the contrary, Postal shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Postal Services and shall be free (during and after the term hereof) to (a) use such data and other information to develop and improve the Postal Services and other Postal offerings, and (b) disclose such data and other information solely in an aggregated and anonymized or de-identified format that does not identify you or any individual.

6. Warranties, Representations and Disclaimers

6.1. Customer Representations.

By using the Postal Services, you represent and warrant that:

1. You are at least 18 years old and legally an adult in your region of residence and citizenship.
2. You are not pretending to be anyone else.
3. You will only use Postal Services for purposes that comply with (i) these Terms and (ii) all applicable laws, regulations, or recognized guidelines in relevant jurisdictions, ensuring your use of the Website and/or Postal Services does not violate any laws or obligations.
4. You will take reasonable security measures to prevent unauthorized access to your account and the Postal Website and/or Postal Services.
5. You will not engage in any fraudulent or deceptive activity, including any multi-level marketing, pyramid schemes, or similar activities.
6. You will not provide false, inaccurate, or misleading information to Postal or any other users of Postal.
7. You acknowledge that your use of the Website and/or Services is at your own risk and take full responsibility for any breach of obligations under these Terms. Any consequences, including any loss or damage suffered by Postal due to your breach, are your responsibility.
8. You may encounter content you find objectionable, and you accept that by using the Website and Services at your own risk.
9. You will not post or share any material through Postal Services that is offensive, abusive, obscene, defamatory, threatening, sexually explicit, harassing, or promoting hate or harm to individuals or groups.
10. You will not infringe on the rights of publicity, privacy, or any legal rights of others, including data protection laws, anti-spam regulations, and privacy agreements.
11. You will not upload any personal data of anyone under thirteen (13) years old or any other data or information that is considered “sensitive” under applicable privacy laws.
12. You will only upload content that you have the legal right to share and that complies with any confidentiality or legal agreements, ensuring all required permissions are obtained.
13. You will not use Postal’s Website and/or Postal Services to introduce any harmful code, viruses, or software that may compromise security or performance.
14. You will not interfere with or attempt to disrupt the Website and/or Services’ proper functioning or any associated operations.

You represent and warrant that you have all necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Applications and Customer Content in connection with the Postal Services as contemplated herein. You represent and warrant that you have read and understood the Acceptable Use Policy, Privacy Policy and General Terms and Conditions, and you agree to abide by their terms, where applicable, including as incorporated by reference herein. You further agree to abide by all applicable local, state, national, foreign and international laws and regulations, including those related to privacy, security, identity theft, or other such issues, as well as your own internal privacy policies and procedures. You agree that you will be solely responsible for all acts or omissions that occur under your account or password. You agree not to violate any provisions of the Acceptable Use Policy.

6.2 Recipient Disclaimer. If you are a recipient of a Postal Send, you will receive a notice via electronic notification from Postal, and recipient will be able to accept the specific product. ‍In order to accept the Postal Send, the recipient must process through instructions displayed by the Postal Services. The Postal Send will be shipped to the physical or e-mail address. You acknowledge and agree that a Postal Send cannot be claimed in cash by the Recipient. ‍All Postal Sends will be delivered in accordance with the applicable fulfillment vendors terms, and the delivery of the send will be handled directly by the vendor. Postal does not control the delivery time or method of any Postal Send, and Postal is not liable for any delivery or shipping issues or delays.

‍All Postal Sends are subject to the terms of the applicable vendor’s terms for such send, and vendor, and not Postal, are responsible for the sends. All images of Postal Sends are for illustrative purposes only, and may vary from the pictures. Postal Sends are subject to availability, and Postal does not guarantee that all Postal Sends will be available or match the image provided in every transaction.  

6.3. GENERAL DISCLAIMER. THE POSTAL SERVICES, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. POSTAL HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE POSTAL SERVICES AND BETA SERVICES. WITHOUT LIMITING THE FOREGOING, POSTAL DOES NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

6.4. BETA SERVICES. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH POSTAL WHERE YOU GET TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY POSTAL. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. THESE BETA SERVICES MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. POSTAL DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. YOU OR POSTAL MAY TERMINATE YOUR ACCESS TO THE BETA SERVICES AT ANY TIME.

7. Indemnification

To the extent permitted under applicable law, you will defend, indemnify and hold Postal and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless against any actual or threatened claim, costs, loss, liability, proceeding, governmental investigation or enforcement action arising out of or relating to your use of or connection to the Postal Services, your Customer Content, your activities under or violations of these Terms, your acts or omissions in connection with the provision of any Customer Application, or your violation of any rights of another (“Claim”). Postal will provide notice to you of any Claim. Postal reserves the right, at your expense, to retain separate counsel for themselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section. You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against Postal in connection with any Claim. You will also be liable to Postal for any costs and attorneys’ fees Postal incurs to successfully establish or enforce Postal’s right to indemnification under this Section. You may not settle or compromise any claim against the Indemnitees without Postal’s written consent.

8. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL POSTAL BE LIABLE TO YOU FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF POSTAL HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR (II) DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE SIX(6) MONTHS PRECEDING THE INCIDENT OR CLAIM OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE POSTAL SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “WARRANTIES AND DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

In addition to the foregoing, Postal assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, theft or destruction, or unauthorized access to or alteration of any content. Postal is not responsible for any problems or technical malfunctions of any telephone or cellular network or lines, online computer systems, servers or providers, computer equipment, electronic devices, hardware, software, or for any email failures due to technical issues or internet traffic congestion, including any injury or damage to our users or any individual’s mobile device or computer resulting from participation in or downloading materials in connection with the Website or Services. UNDER NO CIRCUMSTANCES SHALL POSTAL BE HELD RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM THE USE OF THE WEBSITE OR SERVICES, OR FROM THE USE OF ANY PRODUCTS, OR FROM ANY CONTENT PROVIDED OR POSTED ON OR THROUGH THE WEBSITE OR SERVICES.

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9. Termination and Suspension

9.1. Term. The term of this Agreement will commence on the date these Terms are accepted by you and continue until your account is terminated as set forth below.

9.2. Termination and Suspension. If you are a subscription customer, your subscription will automatically renew for additional terms of length equal to your initial subscription term unless you provide notice of your intent not to renew at least thirty (30) days prior to the end of the then current subscription term. Postal may, in its sole discretion, terminate or suspend your account or your use of the Postal Services, and remove and discard any content within the Postal Services, for any reason, including for lack of use or if Postal believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Postal may also in its sole discretion and at any time discontinue providing the Postal Services, or any part thereof, with or without notice. You agree that any termination of your access to the Postal Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Postal may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Postal Services. Further, you agree that Postal will not be liable to you or any third party for any termination of your access to the Postal Services. If Postal suspends your account, Postal will make a commercially reasonable attempt to notify you. Note that no refund will be provided in the event of any suspension or termination of your account.

9.3. Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

10. General

10.1. Export Controls. The Postal Services, including any software Postal may provide in connection with the Postal Services, may be subject to applicable export control laws and economic sanctions regulations. In receiving this software or the Postal Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to this software and the Postal Services, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or other aspects of the Postal Services. These laws include restrictions on destinations, users and end use. Without limitation, you may not transfer any such software or other aspect of the Postal Service without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List). You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of Postal’s software and the Postal Service if you become placed on any such list or under the control of or an agent for any entity placed on such a list.

10.2. Publicity. You agree that Postal may refer to your name and trademarks in Postal’s marketing materials and website; however, Postal will not use your name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without your prior written consent (which may be by email).

10.3. Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. In addition, you agree that Postal may have any of its obligations performed through an affiliate of Postal, provided that Postal will remain responsible for its obligations hereunder and will be liable for such affiliate’s performance hereunder as if it were Postal hereunder. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.4. Waiver. No waiver of any rights hereunder will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.6. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.7. Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.8. Governing Law. The enforceability and interpretation of the arbitration provisions below will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from such arbitration provisions, this Agreement will be governed by the laws of the State of California, USA, exclusive of its rules governing choice of law and conflict of laws, and all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Los Angeles County, California, USA, and the parties hereby consent to the personal jurisdiction of these courts. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.9. Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to you must be sent to your email or other address as set forth in your account information. Notices to Postal must be sent to the following address: Postal.io, Inc., 75 S. Higuera St. Suite 240, San Luis Obispo, CA 93401, Attn: Mike dePaschalis.

10.10. Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted on the Site and as may be modified thereafter (including the Acceptable Use Policy, the General Terms and Conditions and the Privacy Policy), comprises the entire agreement between you and Postal with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Postal, its agents or employees will create a warranty.

10.11. Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.12. Government Terms. Postal provides the Postal Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If you (or any of your customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Postal Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Postal Services were developed fully at private expense.

10.13. Interpretation. For purposes hereof, “including” means “including without limitation”. All dates and times set forth in this Agreement or any related document are in relation to Greenwich Mean Time (GMT), unless otherwise specified.

10.14 Notice for California Users. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Postal.io, Inc., 75 S. Higuera St. Suite 240, San Luis Obispo, CA 93401, Attn: Mike dePaschalis, (805) 548-2630.

11. Agreement to ArbitrateIntellectual Property Notice

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

11.1. First Try Customer Support. If you have any issues with the Postal Services or Postal, you must try to resolve the issue first through Postal customer support by emailing support@postal.com.

11.2. Agreement to Arbitrate. If the parties are not able to the dispute through Postal customer support, you and your affiliates on one hand, and Postal and any of Postal’s affiliates on the other hand, all agree to resolve any dispute arising under these Terms, or under Postal’s Privacy Policy, or in relation to the Postal Services by binding arbitration in Los Angeles, California, or in another location that both parties agree to. This applies to all claims under any legal theory, unless the claim fits in one the exceptions below. It also applies even after you have stopped using your Postal account or have deleted it. If the parties have a dispute about whether this agreement to arbitrate can be enforced or applies to such dispute, the parties agree that the arbitrator will decide that too.

11.3. Exceptions to Agreement to Arbitrate. You and your affiliates on one hand, and Postal and its affiliates on the other hand, agree that the parties will go to court to resolve disputes relating to (a) your, your affiliate’s, Postal’s or Postal’s affiliates intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or (b) your violation of the AUP. Also, either party can bring a claim in small claims court either in San Luis Obispo, California, or the county where you live, or some other place both parties agree on, if it qualifies to be brought in that court. In addition, if either party brings a claim in court that should be arbitrated or either party refuses to arbitrate a claim that should be arbitrated, the other party can ask a court to force the parties to go to arbitration to resolve the claim (i.e., compel arbitration). Either party may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

11.4. Details of Arbitration Procedure.

(a) Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between the parties by mediation conducted by the American Arbitration Association (“AAA”), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website http://www.adr.org or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “Rules”) and will be held with a single arbitrator appointed in accordance with the Rules. To the extent any thing described in this agreement to arbitrate conflicts with the Rules, the language of this agreement to arbitrate applies.

(b) Each party will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This agreement to arbitrate does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.

(c) The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of California and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify these Terms.

(d) Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.

11.5. Class Action Waiver. Both you and your affiliates, on one hand, and Postal and its affiliates on the other hand, agree that any claims or controversies between the parties must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor Postal and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless both parties agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Postal customers, and cannot be used to decide other disputes with other customers. If a court decides that this class action waiver is not enforceable or valid, then the entire agreement to arbitrate will be null and void, but the rest of the Terms will still apply.