Privacy Policy & Terms

Last updated: December 31, 2022

Privacy Policy

This Privacy Policy for Simpler Postage, Inc. (d/b/a EasyPost) (“Company”, “we”, “us” “our”) describes how we collect, use and disclose information about users of our website (www.easypost.com) and our mobile and desktop applications and platform, services, tools and features, including when interacting with us in the context of an application for employment or in a “business to business” capacity, including when we conduct a transaction or communicate with a representative of our business partners, vendors and other companies we do business with (collectively, the “Services”). For the purposes of this Privacy Policy, “you” and “your” means you as the user of the Services, a job applicant or a representative of a company with whom we do business.

This Privacy Policy does not apply to any third-party carriers or any third-party applications or software that integrate with the Services through the EasyPost platform (“Third-Party Services”), or any other third-party products, services, or businesses.

Please read this Privacy Policy carefully. By using, accessing, or downloading any of the Services, you agree to the collection, use, and disclosure of your information as described in this Privacy Policy. If you do not agree to this Privacy Policy, please do not use, access, or download any of the Services.

1. UPDATING THIS PRIVACY POLICY

We may modify this Privacy Policy from time to time in which case we will update the “Last Revised” date at the top of this Privacy Policy. If we make material changes to the way in which we use information we collect, we will use reasonable efforts to notify you (such as by emailing you at the last email address you provided us, by posting notice of such changes on the Services, or by other means consistent with applicable law) and will take additional steps as required by applicable law. If you do not agree to any updates to this Privacy Policy, please do not access or continue to use the services.

2. COMPANY’S COLLECTION AND USE OF INFORMATION

When you access or use the Services, we collect certain categories of information about you from a variety of sources.

Some features of the Services may require you to directly enter certain information about yourself, your customers, or other end users. You may elect not to provide this information, but doing so may prevent you from using or accessing these features. Information that you directly submit through our Services may include:

Basic contact details, such as name, email address, phone number, and address for you, your customers, or other end users.
Account information to maintain and secure your account with us. If you choose to use the Services and register an account, you are responsible for keeping your account credentials safe. We highly recommend that you do not share your username, password, or other access details with anyone else. If you believe your account has been compromised, please contact us immediately.
Applicant details to evaluate your candidacy and process your application for employment.
Any other information you choose to include in communications with us, including, for example, when purchasing labels or other products or services, sending a message through the Contact Sales web form or other online forms, requesting support or making customer service inquiries, or interacting with our social media accounts.

If you choose to register an account with us, we also automatically collect certain information about your interaction with the Services (“Usage Data”). To do this, we may use cookies, web beacons / clear gifs, and other geolocation tracking technologies (“Tracking Technologies”), including through the use of third-party providers and their tools, such as Stripe, Inc. We may also collect and analyze information, including both transactional data and advanced fraud detection indicators (device and activity signals), that helps us to identify bad actors and internet bots. Usage Data may include:

Unique device identifier;
Device type, such as your phone, computer, or tablet;
IP address;
Browser type;
Date and time stamps, such as the date and time you first accessed the Services;
Operating system;
Log data;
Precise location; and
Other information regarding your interaction with the Services, such as clickstream data and ad impressions.

We use the information we collect directly and automatically for the following purposes:

To create, maintain and secure your account;
To complete transactions and provide you with product(s) and/or service(s) that you have requested, including through the sharing of information with third-party carriers as directed;
To complete billing, account management, and perform other administrative matters and/or to process payments from you;
To evaluate your candidacy and process your application for employment;
To send service notices, provide customer support, and to market to you;
To prevent or address service errors and security or technical issues;
To facilitate your engagement with the Services, personalize your experience, monitor and analyze trends in connection with the Services and conduct internal research and development; and
To provide, improve and develop the Services and our product offerings.

We may obtain information about you from outside sources. Such information may include:

Information we collect about you from other sources, such as:
- Career websites, such as LinkedIn, Monster, or Indeed, which are used to process your application for employment; and
- Websites, such as ZoomInfo, Seamless.AI, LinkedIn, or other marketing databases, which are used to better customize advertising and marketing to you.
Information from third parties that you choose to share with us, for example:
- When you choose to link your account with any third-party carrier, such as the United States Postal Service, Federal Express, or UPS. This information is used to complete transaction(s) and provide you with the Services you requested as well as other account management purposes.

Any information we receive from outside sources will be treated in accordance with this Privacy Policy. We are not responsible or liable for the accuracy of the information provided to us by third parties and are not responsible for any third party’s policies or practices. See Section 6 below for more information.

In addition to the foregoing, we may use any of the above information to comply with any applicable legal obligations, to enforce any applicable terms of service, to protect or defend the Services, our rights, the rights of our users or others, and to combat fraud or other protect the operations of our business.

3. HOW THE COMPANY DISCLOSES YOUR INFORMATION

In certain circumstances, we may disclose your information to third parties for legitimate purposes subject to this Privacy Policy. Such circumstances may include:

With vendors or other service providers, such as
- Payment processors;
- Data analytics vendors;
- Cloud storage providers;
- IT service management vendors;
- Email marketing services vendors;
- HR vendors and related services; and
- Security vendors.
With our affiliates or otherwise within our corporate group;
With third parties for marketing purposes;
When you request that we share information with third parties, such as through your use of third-party carriers, including the United States Postal Service, UPS, and Federal Express, social media widgets, or login integrations;
To comply with applicable law or any obligations thereunder, including cooperation with law enforcement, judicial orders, and regulatory inquiries;
In connection with an asset sale, merger, bankruptcy, or other business transaction;
To enforce any applicable terms of service and ensure the safety and security of the Company and/or its users; and
With professional advisors, such as auditors, law firms, or accounting firms.

We may also use certain data collected from you along with other data we collect in order to disclose certain aggregated, anonymized, and de-identified information in connection with our business, such as providing information to customers or partners for business or research purposes and to provide reports relating to average shipping times for particular carriers or between particular zip codes.

4. COOKIES AND OTHER TRACKING TECHNOLOGIES

Do Not Track Signals

Your browser settings may allow you to transmit a “Do Not Track” signal when you visit various websites. Like many websites, our website is not designed to respond to “Do Not Track” signals received from browsers. To learn more about “Do Not Track” signals, you can visit http://www.allaboutdnt.com/.opens in new tab

Cookies and Other Tracking Technologies

Most browsers accept cookies automatically, but you may be able to control the way in which your devices permit the use of Tracking Technologies. If you so choose, you may block or delete our cookies from your browser; however, blocking or deleting cookies may cause some of the Services, including any portal features and general functionality, to work incorrectly.

To opt out of tracking by Google Analytics, click hereopens in new tab.

If you have questions regarding the specific information about you that we process or retain, as well as your choices regarding our collection and use practices, please contact us using the information listed below or click hereopens in new tab.

Certain features of the Services permit you to initiate interactions between the Services and third-party services or platforms, such as social networks (“Social Features”). Social Features include features that allow you to click and access our pages on certain third-party platforms, such as Facebook and Twitter, and from there to “like” or “share” our content on those platforms. Use of Social Features may entail a third party’s collection and/or use of your data. If you use Social Features or similar third-party services, information you post or otherwise make accessible may be publicly displayed by the third-party service you are using. Both the Company and the third party may have access to information about you and your use of both the Services and the third-party service. For more information on third-party websites and platforms, see Section 6 below.

6. THIRD PARTY WEBSITES AND LINKS

We may provide links to websites or other providers or online platforms operated by third parties, including third-party carriers (e.g., the United States Postal Service, Federal Express, and UPS). If you follow links to sites not affiliated or controlled by us, you should review their privacy and security policies and other terms and conditions. We do not guarantee and are not responsible for the privacy or security of these sites, including the accuracy, completeness, or reliability of information found on these sites. Information you provide on public or semi-public venues, including information you share on third-party social networking platforms (such as Facebook or Twitter) may also be viewable by other users of the Services and/or users of those third-party online platforms without limitation as to its use by us or by a third party. Our inclusion of such links does not, by itself, imply any endorsement of the content on such platforms or of their owners or operators, except as disclosed on the Services.

7. CHILDREN’S PRIVACY

Children under the age of 13 are not permitted to use the Services, and we do not seek or knowingly collect any personal information about children under 13 years of age. If we become aware that we have unknowingly collected information about a child under 13 years of age, we will make commercially reasonable efforts to delete such information from our database. If you are the parent or guardian of a child under 13 years of age who has provided us with their personal information, you may contact us using the below information to request that it be deleted.

8. DATA SECURITY

Please be aware that, despite our reasonable efforts to protect your information, no security measures are perfect or impenetrable, and we cannot guarantee “perfect security.” Any information you send to us electronically, while using the Services or otherwise interacting with us, may not be secure while in transit. We recommend that you do not use insecure channels to communicate sensitive or confidential information to us.

9. CALIFORNIA RESIDENTS

This section applies only to California residents (“resident” or “residents”).

Processing of California Resident Personal Information

In the preceding 12 months, we collected and disclosed for a business purpose the following categories of personal information and sensitive personal information (denoted by *) about residents:

Category	Categories of Recipients
Identifiers such as name or email.	With vendors and other service providers, as described in Section 3
Personal information categories listed in the California Customer Records statute such as name, address, telephone number, and email	With vendors and other service providers, as described in Section 3
Characteristics of protected classifications under California or federal law, such as race, color, national origin or ancestry, sex (including gender, pregnancy, sexual orientation, and gender identity), age, physical or mental disability, veteran status, and citizenship.	With vendors and other service providers, as described in Section 3
Commercial information such as records of products or services purchased and billing records	With vendors and other service providers, as described in Section 3
Internet or other similar network activity such a information regarding your interaction with the Services	With vendors and other service providers, as described in Section 3
Geolocation data such as IP address	With vendors and other service providers, as described in Section 3
Professional or employment-related information such as such as employer and professional background	With vendors and other service providers, as described in Section 3
Non-public education information collected by certain federally funded institutions such as education records	With vendors and other service providers, as described in Section 3
Government Identifiers* such as Social Security, driver’s license, state identification card, or passport number	With vendors and other service providers, as described in Section 3
Account access credentials* for use of the Services	With vendors and other service providers, as described in Section 3
Personal information concerning a resident’s health* such as information submitted in relation to a request for workplace accommodations	With vendors and other service providers, as described in Section 3

We do not collect, use, or disclose personal information, including sensitive personal information, for purposes other than those specified in this Privacy Policy. Further, we only use and disclose sensitive personal information for purposes permitted by applicable law, or otherwise with your consent. The purposes for which we collect your personal information and the categories of sources from which we collect your personal information are described in Section 2.

We disclosed personal information over the preceding 12 months for the following business purposes:

To create, maintain and secure your account;
To complete transactions and provide you with product(s) and/or service(s) that you have requested, including through the sharing of information with third-party carriers as directed;
To complete billing, account management, and perform other administrative matters and/or process your payments;
To communicate with you and to market to you;
To evaluate your candidacy and process your application for employment;
To send service notices, provide customer support, and to market to you;
To prevent or address service errors and security or technical issues;
To facilitate your engagement with the Services, personalize your experience, monitor and analyze trends in connection with the Services and conduct internal research and development; and
To provide, improve and develop the Services and our product offerings.

We do not “sell” or “share” personal information (as those terms are defined in applicable law), including sensitive personal information, nor have we done so in the preceding 12 months. Further, we do not have actual knowledge that we “sell” or “share” personal information of individuals under 16 years of age.

10. RETENTION OF PERSONAL INFORMATION

We retain your information for as long as is reasonably necessary for the purposes specified in this Privacy Policy. When determining the length of time to retain your information, we consider various criteria, including whether we need the information to continue to provide you the Services and operate our business, to resolve a dispute, enforce our contracts, terms of use and policies, to prevent harm, promote safety, security, and integrity, or protect ourselves, including our rights, property or products.

11. PRIVACY RIGHTS

Depending on where you live and subject to certain exceptions, you may have some or all of the following rights:

Right to Know. You have the right to request that we disclose to you the personal information we collect, use, or disclose, and information about our data practices. For California residents, you may ask that we provide you with a copy of the following:
- categories of and specific pieces of personal information we have collected about you;
- categories of sources from which we collect personal information;
- the business of commercial purposes for collecting personal information;
- categories of third parties to whom the personal information was disclosed for a business purpose; and
- categories of personal information disclosed about you for a business purpose.
Right to Request Correction. You have the right to request that we correct inaccurate personal information that we maintain about you, subject to certain exceptions.
Right to Request Deletion.You have the right to request that we delete your personal information that we have collected from or about you. In order to process any request for deletion, please provide us with your user account email and/or any public IDs for postage labels, shipments, or addresses associated with your account.
Right to Limit Use and Disclosure of Sensitive Personal Information. For California residents, you have the right to limit our use and/or disclosure of sensitive personal information to only what is necessary to perform the services or provide the goods reasonably expected by an average resident. To exercise this right, please use the form found hereopens in new tab.
Right to Non-Discrimination. We will not discriminate against you for exercising any of these rights.

As we do not “sell” or “share” personal information, we do not recognize opt-out preference signals.

Under US privacy laws, you may also designate an authorized agent to make these requests on your behalf. If you use an authorized agent to submit a request, please note that we may need to collect additional information, such as a valid government-issued ID and your user account email, to verify your identity before processing your request to protect your information and the integrity of our products. In addition, where applicable, we will provide you with more information about our appeal process. When you submit a request or launch an appeal, we will limit our collection of your personal information to only what is necessary to securely fulfill your request or process your appeal. We will not require you or your authorized agent to pay a fee for the verification of your request or appeal.

In addition, California law permits users in California to request certain details about how their “personal information” (as defined in California Civil Code Section 1798.83) is shared with third parties for direct marketing purposes. We may from time to time elect to share certain “personal information” about you with third parties for those third parties’ direct marketing purposes. California users may, under certain circumstances, request and obtain certain information regarding our disclosure, if any, of personal information to third parties for their direct marketing purposes. If this applies, you may obtain the categories of personal information shared and the names and addresses of all third parties that received personal information for their direct marketing purposes during the immediately prior calendar year.

To make such a request, please contact us using the information listed below. Please note that we are only required to respond to one request per California resident each year.

12. HOW TO CONTACT US

Should you have any questions about our privacy practices or this Privacy Policy, please email us at privacy@easypost.com or contact us at Simpler Postage, Inc. (d/b/a EasyPost), 2889 Ashton Boulevard, Suite 325, Lehi, UT 84043, Attn: Privacy Team. You may also contact us hereopens in new tab. In order to process any request, please provide us with your user account email and/or any public IDs for postage labels, shipments, or addresses associated with your account.

Terms of Service - API

EasyPost's service enables software developers to integrate shipping capabilities into their applications. EasyPost provides its services subject to the terms and conditions contained in these Terms of Service (this "Agreement"). By signing up for the service via www.easypost.com or other mechanism provided you accept the terms of this Agreement.

Please review the terms of this Agreement carefully. Once accepted, this Agreement becomes a binding legal commitment. If you have any questions, you can reach the EasyPost team at support@easypost.com.

Refunds

All prepaid postage remaining balances on your account are 100% refundable for up to 90 days from the initial transaction. If you would like to initialize a refund please contact us at support@easypost.com.

Most labels are refundable through the API, but if you have a problem refunding postage you have already purchased and have not shipped, please email us to discuss it. In most cases we can work with the carrier to issue a refund, and we would be happy to help you get your refund.

EasyPost's Label Fee and any collected Postage Fee are refunded back to your EasyPost balance when the appropriate carrier reports a successful refund. Shipment Insurance is not currently refundable, regardless of success in refunding the Label and other fees.

Fees paid towards monthly service subscription service are not refundable.

USPS Postage

By creating USPS labels, you agree (1) that you bear full responsibility and liability for obtaining authorization to reproduce and otherwise use the matter as proposed (including, without limitation, any trademarks, slogans, likenesses or copyrighted material contained in the image); (2) that you in fact have the legal authority to reproduce and otherwise use the matter as proposed; (3) that you understand that images or other matter is not provided, approved, or endorsed in any way by the United States Postal Service; and (4) to the United States Postal Service Postage Discrepancy Policyopens in new tab.

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

"Company API(s)" means an application programming interface for the Services (or feature of the Services) provided to Customer by Company, including, without limitation, Shipping APIs (Label, Rating and Tracking APIs) and Address Verification APIs.

"Company Intellectual Property" means collectively, any of Company's licensed products (including software) or services, the Company Marks and the Company Services.

"Company Marks" means the various trademarks, service marks, names and designations used in connection with the Company products and services, including, without limitation, the mark "EasyPost".

"Company Services" means, collectively, the various software service offerings made available for subscription from time to time by Company, including, without limitation, Company APIs and Shipping Insurance.

"Customer Application" means a software application that interfaces with the Services using the Company API and includes any services (web-based or other services) made available by Customer in connection with that software application.

"Customer Data" means data and other information made available to Company through the use of the Services under this Agreement.

"Documentation" means all of the instructions, code samples, on-line help files and technical documentation made available by Company for the Services.

"Effective Date" means the earlier of (a) the day Customer commences use of the Services or (b) the Subscription Start Date.

"End User" means an end user of a Customer Application.

"Insolvency Event" will be deemed to have occurred, in relation to any person or entity, when such person or entity files, or consents to the filing against it of, a petition for relief under any bankruptcy or insolvency laws, makes an assignment for the benefit of creditors or consents to the appointment of a receiver, liquidator, assignee, custodian, trustee or other official with similar powers over a substantial part of its property; or a court having jurisdiction over such person or entity or any of the property of such person or entity will enter a decree or order for relief in respect thereof in any involuntary case under any bankruptcy or insolvency law, or will appoint a receiver, liquidator, assignee, custodian, trustee or official with similar powers over a substantial part of the property of such person, or will order the winding-up, liquidation or rehabilitation of the affairs of such.

"Intellectual Property Rights" mean all intellectual and industrial property rights of every kind and description anywhere in the world, whether recorded or registered in any manner, or otherwise, including without limitation or prejudice to the foregoing generality, all U.S. and non-U.S. (a) rights in or to trademarks and service marks (whether or not recorded or registered in any manner), design rights, business names, trade names, brand names, domain names and other designations of source of origin, together with all goodwill related to the foregoing, (b) patents and patent applications, (c) rights in or to copyrights, (d) rights in or to trade secrets and confidential information, including, without limitation, know-how, technology methods, ideas and inventions, (e) rights in database and software, mask works, and computer code (whether in source code, object code or any other form), (f) all applications and registrations of any of the foregoing, and (g) all other legal rights anywhere in the world protecting such intangible property.

"Term" means (i) the Initial Service Term, and (ii) each Additional Term, where applicable, unless this Agreement is terminated earlier pursuant to these Terms and Conditions.

2. SERVICES; GRANT OF RIGHTS.

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. Subject to the terms of this Agreement, Company grants Customer a conditional, limited, non-exclusive, non-sublicensable, non-transferable, fully revocable license, solely during the Term, to: (a) access the Documentation and Company APIs as solely to the extent needed to develop, test and support integration of Customer Applications; (b) use the Services through the Company Application; and (c) offer and make the Services available to End Users through Customer Applications, in accordance with the Documentation. Customer will be solely responsible for all use (whether or not authorized) of the Services and Documentation under its account, including for the quality and integrity of Customer Data and each Customer Application. Customer will take all commercially reasonable precautions to prevent unauthorized access to or use of the Services and notify Company immediately of any such unauthorized access or use. Customer acknowledges that the features and functions of the Services, including, without limitation, the Company APIs, may change over time. It is Customer's responsibility to ensure that calls or requests Customer makes related to the Services are compatible with then-current Company APIs. Although Company endeavors to avoid changes to the Company APIs that are not backwards compatible, if any such changes become necessary then Company will use reasonable efforts to notify Customer at least sixty (60) days prior to implementation of new Company APIs. By accepting the terms of this Agreement, Customer, should it sign up for a carrier account, also acknowledges and accepts the each such respective carrier's terms of service. Where Customer uses a United Parcel Service (UPS) Digital Access Program ("UPS DAP") account, Customer will be restricted from shipping pharmaceutical products through Company Services; provided that Customer shall be able to ship pharmaceutical products through any individual account it creates with UPS.

3. RESTRICTIONS; RESPONSIBILITIES.

3.1 Except as expressly provided in Section 2, Customer will not transfer, resell, lease, license, sublicense or otherwise make available the Services to third parties. Further, Customer will not offer the Services on a standalone basis under any circumstance. Customer will ensure that the Services are used in accordance with all applicable laws, regulations, third-party rights and Company policies, as well as the terms of this Agreement; provided that it is Customer's responsibility to alert Company of any and all Services that Company will perform within highly regulated (federal, state or local) industries, including, without limitation, the labelling of hazardous materials and hemp-related products.

3.2 Specifically and without limitation, Customer will ensure that Company is entitled to use, and hereby irrevocably and unconditionally grants Company the rights to use, the Customer Data as needed to provide the Services. Customer's license to access Company's Documentation and APIs is limited and subject to compliance with Company policies and these Terms and Conditions. Customer will not access the Documentation, APIs or Services in any manner that violates any data protection statute, regulation, order or any similarly applicable law. Except to the extent applicable law prohibits such restrictions, Customer will not (and will not cause or permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, Documentation or data related to the Services; (b) access Company Documentation and APIs in any manner that (i) compromises, breaks or circumvents any technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of Company systems or networks; or (c) modify, translate, or create derivative works based on the Services or any software. Company has no obligation to monitor Customer's use of the Services; provided, however, Customer grants Company full rights to, in its sole discretion, monitor Customer's use of the Services and audit Customer Application(s) to ensure there is no violation of the Terms and Conditions; provided further, Company may prohibit any use of the Services by Customer or any End User that Company believes may be (or alleged to be) in violation of the foregoing or any other terms of this Agreement. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and any other equipment necessary to facilitate the Services (collectively, the "Equipment"). Customer will also be responsible for maintaining the security of the Equipment, Customer account, Customer passwords (including, but not limited to, administrative and user passwords) and Customer files. Company provides the Services, including related software and technology services, for government end use solely in accordance with the terms of this Agreement. If Customer (or any of its End Users) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any Documentation of any kind, including, without limitation, technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred.

3.3 Customer will defend, indemnify and hold Company harmless against any actual or threatened claim, loss, liability, action, cost and expense (including attorneys' fees), proceeding, third-party discovery demand, governmental investigation or enforcement action (a "Claim") arising out of or relating to Customer's activities under this Agreement (including any breach hereof) or Customer's acts or omissions in connection with any Customer Application, including, without limitation, any Intellectual Property-based claims; or other claims relating to the Customer Application, Customer Data or the like; or Customer's or any of its End Users' violation of the terms hereof. Customer may not load test the Company Services without prior written consent.

3.4 Notwithstanding anything contained above, (a) Company will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by Customer without Company's express written consent (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.

4. IP RIGHTS; CONFIDENTIALITY.

4.1 As between the parties, Company exclusively owns and reserves all right, title and interest in and to the Services, Company Confidential Information and all related Intellectual Property Rights. Customer agrees that it will not, directly or indirectly, challenge or contest the validity of the Company's Intellectual Property, or any registrations thereof and/or applications therefore in any jurisdiction, or the right, title and interest of Company therein and thereto, nor will it claim or register any interest in the various service offerings made available for subscription from time to time by Company. As between the parties, Customer exclusively owns and reserves all right, title and interest in and to the Customer Data, Customer Applications and Customer Confidential Information, and all related Intellectual Property Rights.

4.2 Subject to the terms of this Agreement, each party (the "Licensor") grants to the other party (the "Licensee") the right to use and display Licensor's name and marks (the "Licensor Marks") on its website and in other promotional materials, whether on a website or in other public or private communications with existing or potential developers and customers, solely in connection with its activities under this Agreement. All such use of the Licensor Marks will be in accordance with the Licensor's standard trademark usage guidelines and will inure to the benefit of Licensor. Licensee will not use, register or take other action with respect to any of the Licensor Marks, except to the extent authorized in advance writing by Licensor. In its efforts, Licensee will always use the then-current Licensor Marks and will not add to, delete from or modify any of Licensor Marks. Licensee will not, at any time, misrepresent its relationship with Licensor. The license described in this Section will terminate automatically in the event of any termination of this Agreement.

4.3 "Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed (directly or indirectly) by either party that is in written, graphic, machine readable or other tangible form (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, formulations, specifications, product configuration information, marketing and finance documents, prototypes, samples, data sets, and equipment) and is marked or otherwise designated as "Confidential" or "Proprietary" or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by the disclosing party to the receiving party; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure by the disclosing party to the receiving party through no wrongful action or inaction of receiving party; (iii) is in the rightful possession of the receiving party without confidentiality obligations at the time of disclosure by the disclosing party to the receiving party as shown by the receiving party's then-contemporaneous written files and records kept in the ordinary course of business; (iv) is obtained by the receiving party from a third party without an accompanying duty of confidentiality and without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development. 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 such information to any third party without the other party's prior written consent, except as otherwise permitted hereunder. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may only disclose the Confidential Information of the other party, in whole or in part, to its officers, employees, representatives, actual or potential investors and subcontractors who have a need to know and are legally bound to keep such information confidential either (i) per the terms of this Section, or (ii) by other written agreement with terms that are no less stringent than the terms of this Section. Either party may disclose the Confidential Information of the other party as required by law, upon prior written notice to the other party (where allowed by law) ; provided that such party will use its reasonable efforts to minimize such disclosure to that portion of the Confidential Information that is legally required to be disclosed and is permitted by applicable law. Notwithstanding anything to the contrary, Company will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES.

5.1 Customer agrees to pay all applicable fees charged pursuant to Company Services (the "Services Fees"). All Services Fees are payable in accordance with the terms and on the schedule described in the Service or otherwise in this Agreement. At any time, Company reserves the right to charge Customer, at Company's standard rate, for Company Services utilized by Customer that go beyond the scope of the Order Form or used after termination of the Agreement (which shall, for the avoidance of doubt, include return labels). Unless otherwise stated in the schedule of rates attached to the Service ("Rate Schedule"), all Services Fees are exclusive of applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, import fees and taxes, license fees and surcharges, whether charged to or against Company, and all such taxes, fees and charges will be the sole responsibility of and payable by Customer. Customer will not withhold any taxes from any amounts due to Company. Company may amend Service Fees on ninety- (90) - days' written notice; if Customer does not consent to such change, it may terminate this Agreement. If Customer's payment method choice is credit card for any given payment (including, without limitation, wallet refreshes), a standard convenience fee of three and three quarters percent (3.75%) will apply. Company shall deduct such convenience fees from Customer's EasyPost account or otherwise process as necessary.

5.2 All payments made to Company are non-refundable. In the event that Customer does not utilize the full scope of the Company Services during the Term per the negotiated Company Services schedule, Customer shall not have the right to carry forward any unused Company Services. Company shall invoice Customer within fifteen (15) days following the end of the calendar month, and Customer shall pay Company, via ACH, within thirty (30) days following the last day of the invoice's respective calendar month. If Customer fails to timely pay any amounts due hereunder, Company will (without limiting its other rights) be entitled to suspend the Services associated with Customer's account without prior notice to Customer. If payment is not thereafter rendered within thirty (30) days of delivery of notice to Customer of such failure, Company may immediately terminate this Agreement. Company shall pay Customer's Incentives, where applicable, within thirty (30) days of the end of the respective calendar quarter.

5.3 Pursuant to these terms and the USPS Postage Discrepancy Policy, Company reserves the right to charge Customer an Automated Package Verification processing fee ("APV Fee") for use of Company's proprietary software for processing transactions between the USPS and Customer associated with overpayments and underpayments of USPS postage. The APV Fee will be directly added to or deducted from all APV transactions. Upon written request, Company shall provide Customer the prior 30 days of transaction data stating the APV Fees and APV transactions.

5.4 Company will not have any liability whatsoever for any damage, liabilities, losses (including any lost profits) or any other consequences that Customer may incur with respect to any suspension or termination of Services pursuant to this Section. If Customer uses a credit card or ACH (from a bank account acceptable by EasyPost) for the Services Fees, Customer authorizes the card issuer to pay all such amounts and authorizes EasyPost (or its billing agent) to charge the credit card account until EasyPost cancels or terminates the EasyPost Services as set forth above; provided that if payment is not received from the credit card issuer, Customer agrees to pay all amounts due upon demand.

5.5 Customer must provide current, complete and accurate billing and credit card and/or ACH (as applicable) information. Customer agrees to pay all costs of collection, including attorneys' fees and costs, on any outstanding balance. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which Customer will be responsible to pay. Customer will notify EasyPost in writing in the event Customer disputes any portion of any fees paid or payable by Customer under this Agreement. Customer will provide such notice to EasyPost within sixty (60) days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the sixty- (60)-day period described in this Section, Customer will not be entitled (and hereby waives any right) to dispute any fees paid or payable by Customer.

6. TERM; TERMINATION.

6.1 The Term of this Agreement will commence on the Effective Date and continue for the Initial Service Term. This Agreement will automatically renew for another term (each, an "Additional Term") unless either party provides written notice of non-renewal no less than sixty (60) days prior to the end of the then-current Term.

6.2 EasyPost may terminate this Agreement for any reason upon thirty (30) days' prior written notice to Customer. In the event that Customer continues to use the Services after termination, the pricing for such Services will be as set forth on easypost.com. Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within five (5) days after written notice of such breach, if curable, or immediately if such breach is incurable. Company may also suspend or terminate the Services immediately upon notice for cause if: (a) there is an unusual spike or increase in Customer's use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Services; (b) Company determines, in its sole discretion, that its provision of any of the Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; (c) subject to applicable law, upon any Insolvency Event affecting Customer; or (d) Customer's cessation of business, sale, merger, change of control (whether direct or indirect, including, without limitation, by transfer, sale, or assignment by operation of law), consolidation, reorganization, or disposal of substantially all of Customer's assets, stock, or interests.

6.3 Upon the end of a Term or Customer's failure to timely pay fees or amounts owed to EasyPost under this Agreement, EasyPost reserves the right, in its sole discretion, to transition any Customer's EasyPost account onto a Developer Plan upon notice to Customer.

6.4 Upon termination or expiration of this Agreement, all rights and licenses granted to Customer will immediately terminate, but Customer's payment obligations, the terms of this Section 6 and the terms of the following Sections will survive: Sections 3-5 and 7-10.

7. WARRANTY AND SERVICE LEVEL DISCLAIMER.

7.1 COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. EXCEPT AS SET FORTH IN THIS SECTION, THE APIS, DOCUMENTATION AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE FULLEST EXTENT PERMITTED BY LAW. COMPANY DOES NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

7.2 Company will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control. Company uses real-time replicas for fault-tolerance and also takes daily offline offsite backups.

8. LIMITATION OF LIABILITY.

8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL COMPANY AND ITS SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS AND/OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSSES, EVEN IF COMPANY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL COMPANY BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE INCIDENT OR CLAIM.

8.2 THE PROVISIONS OF THIS SECTION 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. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. GOVERNING LAW; DISPUTES.

9.1 Except as expressly provided otherwise in this Section, this Agreement will be governed by the laws of the State of California, exclusive of its rules governing conflicts of laws. The parties agree to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California.

9.2 Class Action Waiver. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective or representative action.

10. GENERAL.

10.1 Assignment. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Customer may not assign or otherwise transfer this Agreement without the prior written consent of the other party; except that Customer may assign this Agreement without consent in connection with a merger, reorganization, consolidation, change of control (by operation of law or otherwise), or sale of all or substantially all of the assets to which this Agreement pertains; provided that Customer provides prompt written notice to Company of any such permitted assignment. Company may assign or otherwise transfer this Agreement upon written notice to Customer. Any attempted assignment, delegation or transfer of this Agreement in violation of the foregoing shall be null and void and will constitute an incurable material breach of this Agreement.

10.2 Modification. No modification to this Agreement, nor any waiver of any rights, will be effective unless consented to in a writing signed by both parties.

10.3 No Waiver. Any waiver of any breach or default by either party will not constitute a waiver of any other right or any subsequent breach or default. 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.

10.4 Independent Contractor. Each party is an independent contractor in the performance of each and every part of this Agreement and the parties do not intend to enter into any joint venture, partnership, employee-employer relationship or the like. There are no third-party beneficiaries to the Agreement.

10.5 Severability. In the event that any provision of this Agreement, or portion thereof, is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.

10.6 Notice. Any notice required or permitted to be given hereunder will be given in writing to the receiving party by electronic mail, facsimile, personal delivery, certified mail, return receipt requested, or by overnight delivery, in which case, delivery will be deemed received three (3) days from the date posted. Company may use Customer's current address, as provided by Customer in connection with billing and payment activities. Company's current address may be found on its website.

10.7 Entire Agreement. This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, both oral and written, and contains the entire understanding of the parties on the subject matter hereof. No oral or written information or advice given by Company, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

10.8 Warranties. No oral or written information or advice given by Company, its officers, agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

10.9 Force Majeure. Company is not liable under this Agreement for non-performance caused by events or conditions beyond Company's reasonable control (each, a "Force Majeure Event") if Company makes reasonable efforts to perform and provides immediate notice to Customer. A Force Majeure Event is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent, including, without limitation, (a) riot, states of emergency, war or acts of terrorism, (b) natural disasters like earthquakes, flood, or wildfires, (c) material industrial and labor disputes or strikes, (d) epidemics, pandemics, or other-disease-related events (e) failure of electrical service, denial-of-service attacks, or severe internet service provider or third party hosting provider glitches, and (f) other acts of God that materially affect the ability for Company to perform the Services. Company may terminate this Agreement immediately, upon providing written notice to the other party, if a Force Majeure Event continues for more than thirty (30) consecutive days.

10.10 Authority. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

10.11 Execution. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

10.12 Non-Solicitation. Neither party may solicit the other party's current employees, customers or suppliers for the shorter of (a) a period of twelve (12) months after termination of this Agreement or (b) the maximum length of time permitted by applicable law.

10.13 Export Control Laws. Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement.

Terms of Service - Developer Plan

Refunds

Fees paid towards monthly service subscription service are not refundable.

Cancellation

Feel free to cancel your account at any time. There are no long-term obligations and you will only be charged for the services you have used. Any remaining balance in your account can be refunded as indicated in Refunds section above by sending us an email at support@easypost.com.

USPS Postage

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

"Company Intellectual Property" means collectively, any of Company's licensed products (including software) or services, the Company Marks and the Company Services.

"Company Marks" means the various trademarks, service marks, names and designations used in connection with the Company products and services, including, without limitation, the mark "EasyPost".

"Customer Data" means data and other information made available to Company through the use of the Services under this Agreement.

"Documentation" means all of the instructions, code samples, on-line help files and technical documentation made available by Company for the Services.

"Effective Date" means the earlier of (a) the day Customer commences use of the Services or (b) the Subscription Start Date.

"End User" means an end user of a Customer Application.

"Shipment Object" means each call, manipulation, comparison or use of Company's Shipping APIs (Label, Rating and Tracking APIs) through Company Services pursuant to a Company API event (i.e., a Label, Rating, or Tracking request) traceable back to Customer's EasyPost account and/or User ID(s). For further clarification, please see https://www.easypost.com/docs/api#shipments.

"Term" means (i) the Initial Service Term, and (ii) each Additional Term, where applicable, unless this Agreement is terminated earlier pursuant to these Terms and Conditions.

2. SERVICES; GRANT OF RIGHTS.

2.1 Subject to Section 5 below, Customer shall be limited to a maximum of One Hundred Twenty Thousand (120,000) parcels (in the aggregate across all carriers) in any consecutive twelve- (12)-month period, to be capped at Ten Thousand (10,000) parcels per month, without payment of fees for Labels, Rating, Tracking and Address Verification; provided that Customer shall pay all applicable fees, including Overage Fees (as defined below), for Labels, Rating, Tracking and Address Verification for all parcels exceeding the One Hundred Twenty Thousand (120,000) parcel limitation. For the avoidance of doubt, before Overage Fees apply, Customer shall receive for up to the parcel limit described herein: (a) one (1) free Tracker call for each Label it purchases through the Company Services, (b) one (1) free Address Verification call for each Label it purchases through Company Services and (c) the ability to create up to three (3) free Rating Shipment Objects for each Label it creates (less than 3:1 ratio of Rating Shipment Objects to Labels created) through Company Services. Customers will be automatically enrolled in Automatic Shipping Insurance for a fee of twenty five cents ($0.25) for Fifty Dollars ($50.00) of insurance coverage, with the option to purchase additional insurance coverage at one half of one percent (0.5%) of any such insured shipment's value, subject to Shipping Insurance Conditions posted on the Company website (provided that absent Customer supplying a specific shipment value, the insurance policy will issue with a Fifty dollar ($50.00) coverage limit). Customers may unenroll from the Automatic Shipping Insurance by request through the customer dashboard or by email at support@easypost.com. Customer shall be able to access the SmartRate API free for the first 500 calls without payment. Customer shall be charged $0.03 per SmartRate API call after the first 500 calls are made. For the avoidance of doubt, Company retains sole discretion to offer and terminate cashback promotions to any Customer at any given time.

2.2 Company may, at any time and at its sole discretion, credit a new Customer's EasyPost Account upon completing steps or combinations of steps in the EasyPost Account onboarding process. Company shall contribute credit directly into such a new Customer's EasyPostAccount ("New Customer Credit"); provided that Company shall deliver such New Customer Credit upon completion of Company's standard customer-verification procedures.

For the avoidance of doubt, any Customer (inclusive of Customer Affiliates) that has previously received Company Services or had an EasyPost Account during the prior twelve (12) months shall be ineligible to receive a New Customer Credit, and Company reserves the right to claw back, and charge for Company Services rendered, under New Customer Credits wrongfully delivered to ineligible Customers. New Customer Credits shall be carved out from Company's refund policies otherwise in effect, and shall not be refundable to Customer under any circumstances.

2.3 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. Subject to the terms of this Agreement, Company grants Customer a conditional, limited, non-exclusive, non-sublicensable, non-transferable, fully revocable license, solely during the Term, to: (a) access the Documentation and Company APIs as solely to the extent needed to develop, test and support integration of Customer Applications; (b) use the Services through the Company Application; and (c) offer and make the Services available to End Users through Customer Applications, in accordance with the Documentation. Customer will be solely responsible for all use (whether or not authorized) of the Services and Documentation under its account, including for the quality and integrity of Customer Data and each Customer Application. Customer will take all commercially reasonable precautions to prevent unauthorized access to or use of the Services and notify Company immediately of any such unauthorized access or use. Customer acknowledges that the features and functions of the Services, including, without limitation, the Company APIs, may change over time. It is Customer's responsibility to ensure that calls or requests Customer makes related to the Services are compatible with then-current Company APIs. Although Company endeavors to avoid changes to the Company APIs that are not backwards compatible, if any such changes become necessary then Company will use reasonable efforts to notify Customer at least sixty (60) days prior to implementation of new Company APIs. By accepting the terms of this Agreement, Customer, should it sign up for a carrier account, also acknowledges and accepts the each such respective carrier's terms of service. Where Customer uses a United Parcel Service (UPS) Digital Access Program ("UPS DAP") account, Customer will be restricted from shipping pharmaceutical products through Company Services; provided that Customer shall be able to ship pharmaceutical products through any individual account it creates with UPS.

3. RESTRICTIONS; RESPONSIBILITIES.

4. IP RIGHTS; CONFIDENTIALITY.

5. PAYMENT OF FEES.

5.1 Customer agrees to pay all applicable fees charged pursuant to Company Services (the "Services Fees"). All Services Fees are payable in accordance with the terms and on the schedule described in the Service or otherwise in this Agreement. At any time, Company reserves the right to charge Customer, at Company's standard rate, for Company Services utilized by Customer that go beyond the scope of the Order Form or used after termination of the Agreement (which shall, for the avoidance of doubt, include return labels). Unless otherwise stated in the schedule of rates attached to the Service ("Rate Schedule"), all Services Fees are exclusive of applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, import fees and taxes, license fees and surcharges, whether charged to or against Company, and all such taxes, fees and charges will be the sole responsibility of and payable by Customer. Customer will not withhold any taxes from any amounts due to Company. Company may amend Service Fees on ninety- (90)- days' written notice; if Customer does not consent to such change, it may terminate this Agreement. If Customer's payment method choice is credit card for any given payment (including, without limitation, wallet refreshes), a standard convenience fee of three and three quarters percent (3.75%) will apply. Company shall deduct such convenience fees from Customer's EasyPost account or otherwise process as necessary.

5.2 Pursuant to these Terms, Company shall charge Customer an overage fee ("Overage Fee") for each Label, Tracking, Rating, Address Verification or other Company API call made by Customer for parcels in excess of the limits described in Section 2. Such Overage Fees shall be deducted from Customer's EasyPost account or otherwise charged by Company as necessary pursuant to this Agreement. "Overage Fee" means (a) five cents ($0.05) for each Label (b) two cents ($0.02) for each Tracking Shipment Object, (c) two cents ($0.02) for each Rating Shipment Object performed in excess of the 3:1 ratio of Rating Shipment Objects to Labels created, (d) two cents ($0.02) for each Domestic Address Verification call, and (e) four cents ($0.04) for each International Address Verification call, and (e) three cents ($0.03) for each SmartRate API call in excess of 500 cumulative calls.

5.4 All payments made to Company are non-refundable. In the event that Customer does not utilize the full scope of the Company Services during the Term per the negotiated Company Services schedule, Customer shall not have the right to carry forward any unused Company Services. Company shall invoice Customer within fifteen (15) days following the end of the calendar month, and Customer shall pay Company, via ACH, within thirty (30) days following the last day of the invoice's respective calendar month. If Customer fails to timely pay any amounts due hereunder, Company will (without limiting its other rights) be entitled to suspend the Services associated with Customer's account without prior notice to Customer. If payment is not thereafter rendered within thirty (30) days of delivery of notice to Customer of such failure, Company may immediately terminate this Agreement. Company shall pay Customer's Incentives, where applicable, within thirty (30) days of the end of the respective calendar quarter.

5.5 Company will not have any liability whatsoever for any damage, liabilities, losses (including any lost profits) or any other consequences that Customer may incur with respect to any suspension or termination of Services pursuant to this Section. If Customer uses a credit card or ACH (from a bank account acceptable by EasyPost) for the Services Fees, Customer authorizes the card issuer to pay all such amounts and authorizes EasyPost (or its billing agent) to charge the credit card account until Customer or EasyPost cancels or terminates the EasyPost Services as set forth above; provided that if payment is not received from the credit card issuer, Customer agrees to pay all amounts due upon demand.

5.6 Customer must provide current, complete and accurate billing and credit card and/or ACH (as applicable) information. Customer agrees to pay all costs of collection, including attorneys' fees and costs, on any outstanding balance. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which Customer will be responsible to pay. Customer will notify EasyPost in writing in the event Customer disputes any portion of any fees paid or payable by Customer under this Agreement. Customer will provide such notice to EasyPost within sixty (60) days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the sixty- (60)-day period described in this Section, Customer will not be entitled (and hereby waives any right) to dispute any fees paid or payable by Customer.

6. TERM; TERMINATION.

6.2 EasyPost may terminate this Agreement for any reason upon ten (10) days' prior written notice to Customer. In the event that Customer continues to use the Services after termination, the pricing for such Services will be as set forth on easypost.com or otherwise as charged at the Overage Fee rate. Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within five (5) days after written notice of such breach, if curable, or immediately if such breach is incurable. Company may also suspend or terminate the Services immediately upon notice for cause if: (a) there is an unusual spike or increase in Customer's use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Services; (b) Company determines, in its sole discretion, that its provision of any of the Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; (c) subject to applicable law, upon any Insolvency Event affecting Customer; or (d) Customer's cessation of business, sale, merger, change of control (whether direct or indirect, including, without limitation, by transfer, sale, or assignment by operation of law), consolidation, reorganization, or disposal of substantially all of Customer's assets, stock, or interests.

6.3 Upon termination or expiration of this Agreement, all rights and licenses granted to Customer will immediately terminate, but Customer's payment obligations, the terms of this Section 6 and the terms of the following Sections will survive: Sections 3-5 and 7-10.

7. WARRANTY AND SERVICE LEVEL DISCLAIMER.

8. LIMITATION OF LIABILITY.

9. GOVERNING LAW; DISPUTES.

9.2 Class Action Waiver. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective or representative action.

10. GENERAL.

10.2 Modification. No modification to this Agreement, nor any waiver of any rights, will be effective unless consented to in a writing signed by both parties.

10.13 Export Control Laws. Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement.

Shipping Insurance

EasyPost Shipping Insurance does not include:

Coins, bullion, loose diamonds or stones, jewelry, rock slabs, stocks, bonds, currency, deeds, evidence of debt, travelers checks, money orders, gift certificates, calling cards, lottery tickets, event tickets, or any other negotiable documents.
Loss from delay, deterioration, spoilage or contamination of perishable merchandise except when resulting from fire.
Merchandise shipped on consignment, memorandum or approval unless shipped in fulfillment of an order or request.
Loss, damage, or non-arrival of any package or its contents which (a) is addressed, wrapped, or packed insufficiently, incorrectly, or contrary to carrier's packaging requirements; or (b) bears a descriptive label or packaging which tends to describe nature of contents EXCEPT if shipped via Parcel Post and required by Postal Laws and Regulations.
Damage which is deemed exceedingly minor, frequently occurring, or caused by the nature of the product itself regardless of careful handling.
Cosmetic damages limited to the packaging where the intended good is not damaged.
Any package where the damage is deemed preventable had the shipment included the appropriate use of packing materials such as, but not limited to, packaging tape, bubble wrap, packing peanuts, crumpled paper, styrofoam, or mail rollers.
Any package containing personal goods, gifts, samples, or promotional items shipped on behalf of the insured or insured's employees.
Any package shipped to (a) a prohibited country or any location that would be in violation of any U.S. economic or trade sanctions, including, without limitation, Office of Foreign Assets Control (OFAC) Restricted Countries (with such information available here) or (b) any country or any location that would be in violation of applicable U.S. and/or carrier shipping restrictions related to COVID-19 or other disease-related outbreak, as may be updated from time to time. Information can be found hereopens in new tab.
Against loss or damage arising out of dishonesty on the part of the insured or insured's employees.
Against loss or damage caused by or resulting from: (a) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack, (1) by any government or sovereign poser (de jure facto), or by any authority maintaining or using military, naval or air forces; or (2) by military, naval or air forces; (3) by an agent of any such government power, authority or forces (b) any weapon of war employing atomic fission or radioactive force whether in time of peace or war; (c) insurrection, rebellion, revolution, civil war, usurped power, or action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure, or destruction under quarantine or Customs regulations, confiscation by order of any government or public authority or risks of contraband or illegal transportation of trade.
Against loss or damage caused by nuclear reaction/radiation or radioactive contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote, or be in whole or in part caused by, contributed to, or aggravated by the peril(s) insured against in this Policy; however, direct loss by "fire" resulting from nuclear reaction/radiation or radioactive contamination is insured against by this Policy.
Against loss or damage caused by Customs seizure, inspection, handling, or destruction.
Any package containing goods prohibited or restricted from entering the intended country of delivery.
Surcharges, including but not limited to: shipping costs, tariffs, seller fees, and processing fees.

Conditions

A. EasyPost will not be liable if packages are not reported to EasyPost within 30 days and where the related premiums had not remitted. When submitting a claim to EasyPost Insurance, you waive the right to seek a claim with any other insurance provider for the same shipment. EasyPost Insurance will not cover any package that is already being processed by other carrier insurance(s). EasyPost Insurance will not process any claims which are initiated, pending, or completed by, another insurance provider.

B. All claims regarding damage are to be completed with EasyPost within thirty (30) days of shipping label creation. All claims regarding loss are to be completed with EasyPost thirty (30) days past shipping label creation, but no later than sixty (60) days past shipping label creation. You will submit (a) a completed EasyPost claim form, (b) a copy of original invoice to customer, (c) a copy of customer note stating damage sufficient to substantiate loss or stating package had failed to be delivered, (d) and photos displaying the damage to the product and packaging (if applicable). The package recipient should hold damaged items in the event they are requested during claim processing. All damaged property for which payment (not repair cost) or replacement has been requested or made, must on request, be returned to EasyPost. FAILURE TO RETAIN DAMAGE PROPERTY MAY AFFECT FINAL SETTLEMENT OF CLAIM.

C. Claims regarding loss where the carrier's tracking records have the shipment marked as delivered will not be honored, unless documentation from the carrier is provided, which acknowledges a mistake in the tracking information, or if adequate proof is provided to support theft or mishandling.

D. Claims regarding loss or damage where the shipment is signed for will not be honored, unless adequate proof is provided to support theft or mishandling.

E. For claims regarding damage, EasyPost may request for the item to be examined and a repair quote to be issued and submitted to EasyPost for review. If the repair service is able to restore the item to its intended condition, EasyPost may choose to settle the claim for the value of the repair, rather than the full value of the item.

F. For claims regarding theft, stolen property or misdelivery, EasyPost requires (a) signature-required delivery for those shipments valued at five hundred dollars ($500) or greater and (b) valid tangible documentation and/or evidence for any claims exceeding five hundred dollars ($500). Such valid documentation and/or evidence may include, without limitation: (i) written acknowledgement of such theft, stolen property or misdelivery from the respective carrier; (ii) video footage, (iii) police report and/or (iv) other documentation and evidence. EasyPost will not accept any claims for theft, stolen property or misdelivery where there is a valid signature from customer, or a customer representative, acknowledging receipt of a shipment.

G. EasyPost may request additional documentation or information during the claim process. Additional documentation or information may be requested from the recipient, carrier, manufacturer, 3PL warehouse, or any other 3rd party along the supply chain.

H. The maximum amount of insurance that can be purchased through EasyPost is $5,000 per shipment.

I. Any covered loss will be credited by EasyPost directly to the insured's EasyPost account within thirty (30) days of submitting its claim; provided that EasyPost receives (i) the claim and (ii) all required claim documentation and requested damaged goods where applicable. If you do not receive a response from EasyPost with a ticket number within forty-eight (48) hours, your claim has not been received by EasyPost and you will need to resubmit the claim and/or connect with EasyPost support in order for EasyPost to process your claim.

J. No suit or action for the recovery of any claim under this Policy shall be sustainable in any court of law or equity unless commenced within twelve (12) months after you discover the occurrence which gives rise to the claim, provided, however, that if by the laws of the State within which this Policy is issued, such limitation is invalid, then any such claim shall be void unless such action or suit commences with the shortest limit of time permitted by the laws of that State.

K. This policy may be canceled at any time by your written request or by us upon thirty (30) days written notice, or the number of days if greater, required by the regulations in your State. However, such cancellation shall not affect any shipments already made for which reports and premium have been tendered by you and accepted by EasyPost.

L. The yearly anniversary of the Policy inception date shall be regarded as the annual renewal date.

M. Policy changes can only be affected by EasyPost.

N. This Policy treats banded boxes and pallets of boxes as one single package.

O. If a part of a pair or set is lost or damaged, EasyPost will only pay a reasonable and fair portion of the total value of the pair or set and NOT the total value.

P. This Policy is void if you have intentionally, fraudulently, or recklessly concealed or misrepresented any material fact or circumstance relating to this insurance.

Q. This Policy overrides any previously existing forms and documents provided by EasyPost Insurance.

R. EasyPost may update, modify, alter or amend this Policy from time to time.

Carbon Offset API Services - Terms of Service

EasyPost's Carbon Offset API Services allow you to purchase carbon credits to offset the estimated carbon emissions from parcel delivery on each shipment. Please read these Terms of Service as they form a binding contract between you and EasyPost regarding the use of the Carbon Offset API Services. These Terms of Services and our Privacy Policy, along with EasyPost's other posted terms of services, policies, rules, and guidelines (collectively, the "Terms"), govern your use of and interaction with our Site, products, services, and our communications with you with regard the Carbon Offset API Services. By using the Carbon Offset API Services, you accept and agree to be bound and abide by the Terms. If you do not agree with any part of the Terms, you must not use the Carbon Offset API Services and are prohibited from doing so.

Changes to Terms and Carbon Offset API Services

EasyPost's Carbon Offset API Services are evolving, and we may therefore update the Services and the Terms from time to time. If we modify the Terms, we will let you know either by posting the updated Terms or through other communications. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don't agree to be bound by the updated Terms, then you may not use the Services and are prohibited from doing so. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, at any time and without notice. You acknowledge that EasyPost may establish general practices and limits concerning use of the Carbon Offset API Services, including the maximum period of time that data or other content will be retained by EasyPost or its third-party service providers on your behalf. You agree that EasyPost has no liability for the deletion or failure to store any data or other content maintained or uploaded in connection with the Services. You acknowledge that EasyPost reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

About the Carbon Offset API Services

EasyPost's Carbon Offset API Services allow you to obtain and provide estimates and pricing and to purchase carbon credits and similar assets ("Credits") from third-party negative emissions and carbon offset developers or registries ("Supplier Partner(s)") to offset the estimated carbon emissions from parcel delivery on each shipment. EasyPost facilitates the transactions and will provide you with the appropriate evidence of your purchase of Credits. EasyPost serves as an intermediary between you and the applicable Supplier Partner. You acknowledge and agree that, in these transactions between you and our Supplier Partners, EasyPost is an intermediary, not acting as a seller or reseller of credits, nor is EasyPost a party to the transaction between you and the Supplier Partner.

Purchases and Payment

You agree to pay all costs and fees associated with your use of the Carbon Offset API Services, including any applicable sales and use taxes, surcharges, or other charges, at the time of purchase. The Carbon Offset API Services may employ the use of third-party service providers for the purpose of offering the Services, facilitating payment, and completing the purchases of the Credits. By submitting your information, you grant us the right to provide your information to these third parties. Parcel delivery emissions used to calculate the Credits are strictly estimates based on publicly available research and information as well as information made available through the use of third-party service providers. Items without available information are calculated through an estimate based upon the disclosed weight, shipping method, and shipping distance. All emissions calculations are subject to change. If your payment method is a credit card for any given payment (including, without limitation, wallet refreshes), a standard convenience fee of three and three quarters percent (3.75%) will apply. If you purchase Credits through EasyPost, your payment amount (less EasyPost's transaction fee and any convenience or third-party payment processing fee(s)) will be held in an account on your behalf until the Credit is redeemed with the applicable Supplier Partner. Most Credits will be redeemed within sixty (60) days from the date of payment. However, some Credits may be redeemed after the standard holding period, either because the applicable Supplier Partner is not yet ready to receive payments or because the Credit you purchased, by its terms, is not capable of being redeemed until a future date. You acknowledge and agree that your payment amount may be held on your behalf for such time as may be reasonably necessary to redeem the Credit with the applicable Supplier Partner.

Refunds

If you purchase Credits in connection with any shipment, you may request a refund of your payment amount via the API, but only in the event that the label associated with the Credit purchase remains unused and the refund has been requested in accordance with the applicable carrier's terms of service. Notwithstanding anything to the contrary in this section, any refund requests must be submitted within thirty (30) days after the date of purchase.

Promotions and Discounts

EasyPost may offer discounts or promotions ("Promotions") from time to time, which may result in different amounts charged for the same or similar feature, product, or service. Any applicable sales and use taxes and transaction fees will be calculated after the Promotion is applied. Unless otherwise stated by us in writing, you may only use one Promotion at a time and cannot combine Promotions or any other discounted offers. We may modify or cancel any Promotion at any time. If you violate these Terms, EasyPost reserves the right to cancel your Promotion.

Access to EasyPost's Carbon Offset API

Subject to the restrictions below and the Terms, EasyPost grants you a non-exclusive, worldwide, non-transferable, revocable, limited license to access our APIs and documentation only as necessary to develop, test, and support an integration of your application with the Carbon Offset API Services.

Your license to access our APIs and documentation is limited and subject to the following restrictions:

You may not access our APIs or documentation in violation of any law or regulation;
You may not access our APIs in any manner that (a) compromises, breaks, or circumvents any of our technical process or security measures associated with the Services; (b) poses a security vulnerability to customers or users of the Services; or © tests the vulnerability of our systems or networks;
You may not access our APIs or documentation in order to replicate or compete with the Services;
You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services;
You may not attempt to use our APIs in a manner that constitutes excessive or abusive usage.

If we believe there is a violation of these Terms that can be remedied by your modification or update of your application, we will, in most cases, ask you to take direct action rather than intervene. However, EasyPost reserves the right to immediately suspend and/or terminate the Services and take appropriate action if we believe there is a risk of harm to us, the Services, our customers or users, or any third parties. EasyPost also reserves the right to audit your use of the Services or your application to ensure it does not violate our terms and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your application complies with the Terms and EasyPost's policies. We retain all ownership rights to the Carbon Offset API Services, our APIs, and documentation, including all related intellectual property rights herein. All of our rights not expressly granted by these Terms are hereby retained. Any content or copy that you use to promote or market the Credits must either have been provided to you by EasyPost or otherwise approved by EasyPost.

Representations and Warranties

By using the Carbon Offset API Services, you expressly agree to comply with all applicable laws, and you agree, represent, and warrant that:

You are eighteen (18) years or older (or the legal age of majority in your jurisdiction), capable of forming a binding contract, and are not barred from using the Services under applicable law;
If you are agreeing to these Terms on behalf of an organization or entity, you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in the Terms, except in this sentence, refer to that organization or entity).
You will only use the Services for lawful purposes, using only authorized means;
You will not use the Services for sending or storing any unlawful material or communications or for deceptive or fraudulent purposes;
You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services; and
You will only use the Services for your own use and will not resell or sublicense the Services to a third party.

Supplier Partners

You acknowledge and agree that the purchase of any Credits via the Carbon Offset API Services is not an endorsement, recommendation, or sponsorship of any Supplier Partner or Credit obtained. You also acknowledge and agree that it is not possible for EasyPost to verify the accuracy or completeness of all of the information it obtains from or about Supplier Partners. You acknowledge the possibility that: (a) Supplier Partners may inadvertently or intentionally provide inaccurate information to EasyPost about themselves or their Credits; (b) Supplier Partners may inadvertently or intentionally omit relevant information to EasyPost about themselves or their Credits; (c) Supplier Partners may be unable to create, transfer, or certify certain Credits; or (d) similar errors, misrepresentations, omissions, negligence, or misconduct may occur on the part of Supplier Partners which could impact their ability to provide or certify Credits. You therefore agree that EasyPost shall have no liability to you for any actual, financial, emotional, monetary, or reputation harms, in such cases of Supplier Partners' error, misrepresentation, omission, negligence, misconduct, or failure to fulfill their obligations in connection with any Credits.

International Use; Export Control

EasyPost is headquartered in the United States. If you access or use the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Services or any other software underlying the Services is at your sole risk.

Termination

You are free to stop using the Carbon Offset API Services at any time. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using the Services. EasyPost is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of the Terms. Upon termination, you shall immediately pay to us all of your outstanding unpaid sums. EasyPost has the sole right to decide whether you are in violation of any restrictions set forth in these Terms. Account termination may result in the destruction of any content associated with your account, so keep that in mind before you decide to terminate or deactivate your account.

Disclaimer

EasyPost's Carbon Offset API Services, including without limitation the Credits and emission estimates, are provided "AS IS" and without any warranty of any kind from EasyPost, except as expressly forth herein. EASYPOST'S CARBON OFFSET API SERVICES ARE PROVIDED BY EASYPOST ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. EasyPost also makes no representations or warranties concerning the accuracy, legality or compliance of material contained in or accessed through the Services or any failure or delay in the Credit purchasing process.

Reliance on Information Posted

The information presented by EasyPost regarding the Carbon Offset API Services is made available for general information purposes only. EasyPost does not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Site or by anyone who may be informed of such information.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL EASYPOST (OR ITS THIRD-PARTY SERVICE PROVIDERS OR SUPPLIER PARTNERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1000 OR (II) THE AMOUNTS PAID BY YOU TO EASYPOST IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, (C) ANY ACTS, OMISSIONS, OR FAILURES OF A THIRD-PARTY SERVICE PROVIDER OR SUPPLIER PARTNER, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

To the fullest extent allowed by applicable law, You agree to indemnify and hold EasyPost, its affiliates, officers, agents, employees, service providers, and Supplier Partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account or claims by your customers arising from their use of the Services through your products), (b) your violation of these Terms, and (c) your violation of a Supplier Partner's rules, policies, terms of service, or any agreement between you and a Supplier Partner. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Contact Us

Please feel free to reach out to us at any time via email at support@easypost.com.

Data Licensing

1. DATA LICENSE AND USE RESTRICTION DATA

1.1 EasyPost grants Licensee a limited, nonsublicensable, nonexclusive, nontransferable license to use and display the Licensed Data for an unlimited number of employees and third party contractors solely in connection with purchasing services from EasyPost. EasyPost shall provide access to the Licensed Data including via an Application Programming Interface ("API"). Licensed Data may be cached by Licensee for up to 24 hours.

1.2 Any use of the Licensed Data by Licensee's third party contractors shall be subject to the same restrictions provided herein and Licensee shall be liable for any breach of this Agreement by such contractors.

1.3 Licensee may not relicense, re-sell or share Licensed Data it in any form except as provided herein. Licensee shall use only current versions of the Licensed Data provided by EasyPost from time to time. Licensee shall not decompile, reverse engineer, or disassemble the Licensed Data or any part thereof.

1.4 Licensed Data is defined as aggregated average time in transit shipping information for United States domestic letters and packages including any data encompassing aggregate calculations or otherwise including aggregations.

2. FEES

Licensee shall pay EasyPost Six Hundred Twenty Five per month ($625/month) during the Term. EasyPost shall invoice Licensee on a monthly basis for the license fee and any additional Services as set forth in Section 2.1 and for any reimbursements of any travel and related expenses. Invoices will be submitted to customer via email. Licensee shall pay all invoiced amounts within 30 days of receipt of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Licensee's access and license to the Services. Licensee shall be responsible for all taxes associated with use of the Services other than U.S. taxes based on EasyPost's net income.

3. TERM

3.1 Unless terminated earlier as provided herein, this Agreement shall commence on the Effective Date and continue in full force and effect until terminated as provided herein.

3.2 This Agreement may be terminated by either party, provided that the terminating party gives the other party written notice not later than 30 days prior to the expiration of the Term or Renewal Term, unless otherwise specified herein.

3.3 Either party may, by written notice of default to the other party, terminate this Agreement if the other party materially breaches this Agreement and the breaching party does not cure such material breach within ten (10) calendar days after receipt of written notice of such breach. EasyPost may by written notice terminate this Agreement immediately following Licensee's failure to resolve the suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by or against the Licensee, appointment of a trustee or receiver for Licensee's property or business, or any assignment, reorganization or arrangement by Licensee for the benefit of its creditors.

3.4 Upon termination of this Agreement, all licenses, and any other rights and services provided by EasyPost as set forth in this Agreement, shall cease immediately.

4. OWNERSHIP

4.1 EasyPost reserves all rights not expressly granted to Licensee in this Agreement. EasyPost retains all title, interest and ownership of all intellectual property rights in and to the Licensed Data, and any accompanying documentation, including, but not limited to, all copyright, patent, trademark, trade secret, and rights and interests of every kind or nature in and to all works based upon, incorporated in, derived from, incorporating or relating to the Licensed Data and documentation or from which the Licensed Data are derived, as well as the right to exploit any of the foregoing in all media and by any manner and means now known or hereafter devised.

4.2 Any and all trademarks, trade names, and logos used in the Licensed Data are and shall remain the exclusive property of EasyPost and its licensors. This Agreement gives Licensee no right to use any such trademarks or trade names or logos without the express written permission of EasyPost. Licensee agrees that all uses of any trademarks, trade names or logos contained within the Licensed Data shall inure to the benefit of EasyPost. Licensee may not remove any proprietary notices or labels from the Licensed Data.

5. WARRANTY

5.1 EasyPost represents and warrants that it has the legal capacity to enter into this Agreement, the Licensed Data does not violate any law, regulation or ordinance, and does not infringe the rights of any third party, including without limitation, any right of privacy, publicity, copyright, trademark, patent or other intellectual property rights.

5.2 LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES IS AT LICENSEE'S SOLE RISK. EXCEPT AS PROVIDED ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED DATA IS PROVIDED "AS IS," WITH ANY AND ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND INCLUDING COMPLETENESS, AUTHENTICITY, USEFULNESS, TIMELINESS, RELIABILITY, APPROPRIATENESS OR SEQUENCING OF THE DATA. EASYPOST AND ITS LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, INDEMNITIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EASYPOST DOES NOT WARRANT THAT THE SERVICES, ARE ERROR-FREE OR WILL BE UNINTERRUPTED, FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS OR OTHER MALICIOUS CODE, OR WILL FUNCTION TO MEET LICENSEE'S REQUIREMENTS.

6. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF PRIVACY, DENIALS OF SERVICE (INCLUDING COMPUTER CRASHES), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE'S USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY FOR ALL DAMAGES EXCEED THE AMOUNTS PAID OR PAYABLE TO EASYPOST DURING THE TWELVE MONTH PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

7. CONFIDENTIALITY

7.1 The parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire material, data, systems and other information concerning the operation, software pricing, business, projections, market goals, financial affairs, products, services, and intellectual property rights of the other party that may not be accessible or known to the general public, including, but not limited to, the terms of this Agreement, and any information which concerns technical details of operation of the Software and Services, (collectively, "Confidential Information") of the other party.

7.2 Each party receiving Confidential Information (the "Receiving Party") agrees to maintain all such Confidential Information received from the other party (the "Disclosing Party"), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing under this Agreement. Licensee agrees to treat any source code and the object code of the Software as Confidential Information.

7.3 Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential Information which: is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; is independently developed by the Receiving Party without resort to the Confidential Information; or is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure, to the extent permitted by such law or order, in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party's efforts to secure such a protective order or other legal remedy to prevent the disclosure.

7.4 Each party acknowledges that a breach by the other party of any confidentiality or ownership provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may seek entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

8. MISCELLANEOUS PROVISIONS

8.1 This Agreement shall be governed by the laws of the state of California, without regard to its principles of conflicts of laws and the parties hereto expressly consent to the exclusive jurisdiction of the state and federal courts in the City and County of San Francisco, California. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its attorney's fees and costs in connection with such action.

8.2 Neither party shall be liable or deemed to be in material breach for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of such party.

8.3 If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

8.4 Licensee shall not assign, or otherwise transfer its rights or obligations under this Agreement without the prior, express, written approval of EasyPost. Any attempted assignment in derogation hereof shall be null and void.

8.5 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, whether written or oral and any pre-printed or standard terms of any purchase order, confirmation, or similar form, even if signed by the parties after the effectiveness hereof, shall have no force or effect. This Agreement shall not be modified except by a written agreement signed by an authorized representative of the party against whom such modification is sought to be enforced. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that provision.

8.6 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement.

8.7 Unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than EasyPost and Licensee any rights, remedies or other benefits, under or by reason of this Agreement.

8.8 Remedies Cumulative. Each Party shall have all of the rights and remedies provided by law in addition to the rights and remedies set forth in this Agreement and in any other agreement or writing between the parties. All rights and remedies are cumulative and may be exercised from time to time. Pursuit of one right or remedy shall not constitute an exclusive election or otherwise preclude or limit its pursuit of any other or additional right or remedy.

8.9 Any notice required to be given by either party to the other shall be deemed given if in writing and actually delivered or deposited in the United States mail in registered or certified form with return receipt requested, postage paid, addressed to the notified party at the address set forth in this Agreement. Each party agrees to provide the other notice of any change of address.

Terms of Service - UPS Digital Access Program

Customer may not enroll in the UPS DAP program if they have an existing UPS account

UPS will create a single shipper number for each EasyPost (ie Licensee) Product (each, a "Licensee Shipper Number"). Licensee assumes responsibility at its cost and expense of enrolling, servicing, and billing UPS Digital Access Program Subscribers. UPS Digital Access Program Subscriber eligibility to participate in the UPS Digital Access Program is solely within the discretion of UPS. Only End Users that do not have an existing UPS account (or individual shipper number) at the time of enrolling in the UPS Digital Access Program via the Licensee Product will be eligible to be UPS Digital Access Program Subscribers assigned to the Licensee Shipper Number(s).

EasyPost whitelabeled partners may not enroll their users in the UPS DAP program; EasyPost Platform Partners must first sign agreement with UPS DAP program prior to shipping

Without the prior written approval of UPS in each instance, EasyPost will not enable or permit any third party (including but not limited to a distributor, provider, channel partner, or similar, or an End User acting other than for Internal Purposes), to act as an intermediary between the Licensee Product and the shipper utilizing UPS Services to enroll or extend enrollment in the UPS Digital Access Program to such third party's downstream end users.

End User may not mark-up the UPS DAP program rates to resell to secondhand users

UPS will provide to each UPS Digital Access Program Subscriber, and to Licensee with respect to the Licensee Shipper Number (as defined below), the services rates as set forth in Exhibit A attached hereto (the "UPS Digital Access Program Rates"). The UPS Digital Access Program Rates applicable to UPS Digital Access Program Subscribers (whether applicable to individual UPS accounts of UPS Digital Access Program Subscribers or the Shipper Number) may be updated by UPS at any time from time to time upon written notice. Licensee will pass through the rates outlined in Exhibit A herein to UPS Digital Access Program Subscribers in full without any markup by Licensee. Licensee will present to UPS Digital Access Program Subscribers the UPS Digital Access Program Rates in their entirety as returned from inquiries submitted to the UPS systems without alteration.

Responsible Disclosure Policy

EasyPost is focused on maintaining the safety and privacy of your data. If you have discovered a security vulnerability in one of our products, please contact security-abuse@easypost.com. We consider reports to this address to be of the highest priority, and will investigate them as quickly as possible.

For vulnerabilities reported to us in compliance with this disclosure policy, EasyPost commits to validate, respond to, and fix vulnerabilities in a timely fashion and to not take legal or administrative action against responsible vulnerability reporters. EasyPost reserves all of its legal rights in the event of noncompliance.

Please include the following in security submissions:

Your email address
Your full name
Summary of issue (e.g., XSS on Page Foo, CSRF on Page Bar, SQLi in App Baz)
Steps to reproduce the issue

Privacy Policy & Terms

Privacy Policylink

1. UPDATING THIS PRIVACY POLICYlink

2. COMPANY’S COLLECTION AND USE OF INFORMATIONlink

3. HOW THE COMPANY DISCLOSES YOUR INFORMATIONlink

4. COOKIES AND OTHER TRACKING TECHNOLOGIESlink

5. SOCIAL FEATURESlink

6. THIRD PARTY WEBSITES AND LINKSlink

7. CHILDREN’S PRIVACYlink

8. DATA SECURITYlink

9. CALIFORNIA RESIDENTSlink

10. RETENTION OF PERSONAL INFORMATIONlink

11. PRIVACY RIGHTSlink

12. HOW TO CONTACT USlink

Terms of Service - APIlink

Refundslink

USPS Postagelink

1. DEFINITIONS. The following terms, when used in this Agreement will have the following meanings:link

2. SERVICES; GRANT OF RIGHTS.link

3. RESTRICTIONS; RESPONSIBILITIES.link

4. IP RIGHTS; CONFIDENTIALITY.link

5. PAYMENT OF FEES.link

6. TERM; TERMINATION.link

7. WARRANTY AND SERVICE LEVEL DISCLAIMER.link

8. LIMITATION OF LIABILITY.link

9. GOVERNING LAW; DISPUTES.link

10. GENERAL.link

Terms of Service - Developer Planlink

Refundslink

Cancellationlink

USPS Postagelink

1. DEFINITIONS. The following terms, when used in this Agreement will have the following meanings:link

2. SERVICES; GRANT OF RIGHTS.link

3. RESTRICTIONS; RESPONSIBILITIES.link

4. IP RIGHTS; CONFIDENTIALITY.link

5. PAYMENT OF FEES.link

6. TERM; TERMINATION.link

7. WARRANTY AND SERVICE LEVEL DISCLAIMER.link

8. LIMITATION OF LIABILITY.link

9. GOVERNING LAW; DISPUTES.link

10. GENERAL.link

Shipping Insurancelink

Conditionslink

Carbon Offset API Services - Terms of Servicelink

Changes to Terms and Carbon Offset API Serviceslink

About the Carbon Offset API Serviceslink

Purchases and Paymentlink

Refundslink

Promotions and Discountslink

Access to EasyPost's Carbon Offset APIlink

Representations and Warrantieslink

Supplier Partnerslink

International Use; Export Controllink

Terminationlink

Disclaimerlink

Reliance on Information Postedlink

Limitation of Liabilitylink

Indemnitylink

Contact Uslink

Data Licensinglink

1. DATA LICENSE AND USE RESTRICTION DATAlink

2. FEESlink

3. TERMlink

4. OWNERSHIPlink

5. WARRANTYlink

6. LIMITATION OF LIABILITYlink

7. CONFIDENTIALITYlink

8. MISCELLANEOUS PROVISIONSlink

Terms of Service - UPS Digital Access Programlink

Customer may not enroll in the UPS DAP program if they have an existing UPS accountlink

EasyPost whitelabeled partners may not enroll their users in the UPS DAP program; EasyPost Platform Partners must first sign agreement with UPS DAP program prior to shippinglink

End User may not mark-up the UPS DAP program rates to resell to secondhand userslink

Responsible Disclosure Policylink

Privacy Policy

1. UPDATING THIS PRIVACY POLICY

2. COMPANY’S COLLECTION AND USE OF INFORMATION

3. HOW THE COMPANY DISCLOSES YOUR INFORMATION

4. COOKIES AND OTHER TRACKING TECHNOLOGIES

5. SOCIAL FEATURES

6. THIRD PARTY WEBSITES AND LINKS

7. CHILDREN’S PRIVACY

8. DATA SECURITY

9. CALIFORNIA RESIDENTS

10. RETENTION OF PERSONAL INFORMATION

11. PRIVACY RIGHTS

12. HOW TO CONTACT US

Terms of Service - API

Refunds

USPS Postage

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

2. SERVICES; GRANT OF RIGHTS.

3. RESTRICTIONS; RESPONSIBILITIES.

4. IP RIGHTS; CONFIDENTIALITY.

5. PAYMENT OF FEES.

6. TERM; TERMINATION.

7. WARRANTY AND SERVICE LEVEL DISCLAIMER.

8. LIMITATION OF LIABILITY.

9. GOVERNING LAW; DISPUTES.

10. GENERAL.

Terms of Service - Developer Plan

Refunds

Cancellation

USPS Postage

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

2. SERVICES; GRANT OF RIGHTS.

3. RESTRICTIONS; RESPONSIBILITIES.

4. IP RIGHTS; CONFIDENTIALITY.

5. PAYMENT OF FEES.

6. TERM; TERMINATION.

7. WARRANTY AND SERVICE LEVEL DISCLAIMER.

8. LIMITATION OF LIABILITY.

9. GOVERNING LAW; DISPUTES.

10. GENERAL.

Shipping Insurance

Conditions

Carbon Offset API Services - Terms of Service

Changes to Terms and Carbon Offset API Services

About the Carbon Offset API Services

Purchases and Payment

Refunds

Promotions and Discounts

Access to EasyPost's Carbon Offset API

Representations and Warranties

Supplier Partners

International Use; Export Control

Termination

Disclaimer

Reliance on Information Posted

Limitation of Liability

Indemnity

Contact Us

Data Licensing

1. DATA LICENSE AND USE RESTRICTION DATA

2. FEES

3. TERM

4. OWNERSHIP

5. WARRANTY

6. LIMITATION OF LIABILITY

7. CONFIDENTIALITY

8. MISCELLANEOUS PROVISIONS

Terms of Service - UPS Digital Access Program

Customer may not enroll in the UPS DAP program if they have an existing UPS account

EasyPost whitelabeled partners may not enroll their users in the UPS DAP program; EasyPost Platform Partners must first sign agreement with UPS DAP program prior to shipping

End User may not mark-up the UPS DAP program rates to resell to secondhand users

Responsible Disclosure Policy