Privacy Policy & Terms

Last updated: March 30, 2020

Privacy Policy

Simpler Postage, Inc. (d/b/a EasyPost) (“EasyPost”, “we”, “our” or “us”) offers a software platform and suite of services intended to help our Customers run their businesses more efficiently and effectively. We collect data about these businesses and their customers and end users (“Data”) when they use the platform, the services, and our websites. This privacy policy (the “Privacy Policy”) describes how we collect, use and disclose Data.

Applicability of this Privacy Policy

This Privacy Policy applies to EasyPost’s online service tools and platform, including, without limitation, the associated EasyPost mobile and desktop applications (collectively, the “Services”), easypost.com and other EasyPost websites (collectively, the “Websites”) and other interactions (e.g., customer service inquiries, etc.) you may have with EasyPost. If you disagree with the practices or terms described in this policy, you should (a) take the necessary steps to remove cookies from your computer after leaving our website, and (b) discontinue your use of or access to our Services, Websites, or any other aspect of EasyPost’s business.

This Privacy Policy does not apply to 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. In addition, a separate agreement governs delivery, access and use of the Services (the “Customer Agreement”), including the processing of any messages, files or other content submitted through Services accounts (collectively, “Customer Data”). The organization that entered into the Customer Agreement (“Customer”) controls its instance of the Services and any associated Customer Data. If you have any questions about specific Customer settings and privacy practices, please contact the Customer whose workspace you use.

Applicable Law

We comply with relevant privacy laws, including the European Union’s General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”).

EasyPost has certified compliance the E.U.-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework (collectively, “Privacy Shield”). Furthermore, EasyPost adheres to the Privacy Shield Principles including the Supplemental Principles, (collectively, the “Privacy Shield Principles”) for Personal Data received from entities in the European Economic Area (the “EEA”), United Kingdom (“UK”) and Switzerland.

If there is any conflict between the terms in this Privacy Shield Policy and the Privacy Shield Principles as concerns the Personal Data received under the Privacy Shield, the Privacy Shield Principles shall govern to the extent of the conflict. To learn more about the Privacy Shield program visit www.privacyshield.gov, and to view our certification, please visit www.privacyshield.gov/participant?id=a2zt00000008RHvAAM.

Types and Categories of Collected Data
  1. Personal Data. Data that identifies, or that could reasonably be used to identify, an End User as an individual, or our Customer as an individual, is considered “Personal Data”. We collect Personal Data when an End User registers for an EasyPost account, and when a Customer sends us Customer Data. The Personal Data we collect includes contact details such as name, email address, phone number, and address. We only collect Personal Data that is relevant to providing and improving our Services for our Customers and End Users.
  2. Other Data. Data other than Personal Data is considered “Other Data”. Other Data includes, for example, collecting files that record interaction with the Service (System Logs) or other Personal Data (such as IP Address) for operation and maintenance purposes. EasyPost collects, generates and/or receives Other Data through a variety of sources, including when submitted to our Websites, participation in a focus group, contest, activity or event, applications for employment, request support, interactions with our social media accounts or otherwise communicate with EasyPost. One particular source for Other Data is Cookies and similar technologies that record Data about the use of our Websites, and the use of our Services generally. Other Data that we may collect includes browser and device data, transaction data, Cookie and tracking technology data, and authorized third-party account data.
  3. Third-Party Data. EasyPost may receive data about organizations, industries, lists of companies that are customers, Website visitors, marketing campaigns and other matters related to our business from parent corporation(s), affiliates and subsidiaries, our partners, or others that we use to make our own information better or more useful. This Data may be combined with Other Data we collect and might include aggregate-level data, such as cities, zip codes or countries.

Certain Data is collected automatically and, if some Data is not provided, we may be unable to provide the Services.

How We Use and Process Collected Data

We use and process Data to provide our Services, in accordance with Customer’s instructions, including any applicable terms in the Customer Agreement and Customer’s use of Services functionality, and as required by applicable law. We take reasonable steps to ensure that the Data is (i) needed for EasyPost’s Services, and (ii) accurate, complete, and current.

Specifically, EasyPost uses and processes collected Data in the following ways:

  • Personal Data. We use Personal Data to provide the Services, contact the End User and Customer in the ordinary course of business, authenticate the End User and Customer, handle payments, respond to inquiries, send service notices, and provide customer support. EasyPost will share and disclose Personal Data in accordance with a Customer’s instructions, including any applicable terms in the Customer Agreement and Customer’s use of Services functionality, and in compliance with applicable law and legal process.

    NOTE: WE DO NOT SELL PERSONAL DATA TO THIRD PARTIES UNDER ANY CIRCUMSTANCES.
  • Other Data. We may use Other Data for a range of different purposes, provided we comply with applicable law and our contractual commitments.
  • To provide, update, maintain and protect our Services, Websites and business. This includes use of Other Data to support delivery of the Services under a Customer Agreement, prevent or address service errors, security or technical issues, analyze and monitor usage, trends and other activities, or at an authorized Customer’s request.
  • As required by applicable law, legal process or regulation.
  • To communicate with you by responding to your requests, comments and questions. If you contact us, we may use your Data to respond.
  • To send emails and other communications. We may send you service, technical and other administrative emails, messages, and other types of communications. When EasyPost collects information through its marketing activities (including website and conference visitors, webinar subscribers and newsletter recipients), we act as a “Data Controller” as defined under GDPR—relying upon GDPR Sections 6(1)(a), (b), (c) and (f) for the lawful right to process your data—and as a “Business” as defined under CCPA.
  • For billing, account management and other administrative matters. EasyPost may need to contact you for invoicing, account management and other similar reasons, and we use account data to administer accounts and keep track of billing and payments.
  • To investigate and help prevent security issues and abuse.

If Data is aggregated or de-identified so that it is no longer reasonably associated with an identified or identifiable natural person, EasyPost may use it for any business purpose, in accordance with applicable law.

How We Share and Disclose Information

This section describes how EasyPost may share and disclose Data.

  1. Data Processor. Generally, where EasyPost provides services to a Customer, the Customer acts as the Data Controller and processes the Data of End Users, including Other Data. Where the Customer is the Data Controller, the Customer represents and warrants that it shall take appropriate security measures to prevent unauthorized access, disclosure, modification or unauthorized destruction of the Data. EasyPost acts as the Data Processor on behalf of its Customers. When acting as a Data Processor, we use the following subprocessors: Amazon Web Services, 365 Main, Microsoft’s Azure, IBM’s Softlayer, and Salesforce Inc. We require, by contract, that these subprocessors adhere to standards substantially similar, and at least as protective, to those set forth herein and provide the same level of protection as required by the Privacy Shield Principles.
  2. Non-Discrimination. EasyPost does not differentiate or discriminate between how it treats its End Users, whether or not they exercise their rights under the CCPA. This means we do not charge different prices or rates for goods or services, including through the use of discounts or other benefits, imposing of penalties, or providing a different level or quality of goods or services to you, based upon your exercise of rights under the CCPA.

  3. Third Party Service Providers and Partners. We may engage third-party companies or individuals as service providers or business partners to process Other Data and support our business.
  4. Corporate Affiliates. EasyPost may share Other Data with its corporate affiliates, parents and/or subsidiaries.
    • A Change to EasyPost’s Business. If EasyPost engages in a merger, acquisition, change of control (whether by operation of law or otherwise), bankruptcy, dissolution, reorganization, sale of some or all of EasyPost’s assets or stock, financing, public offering of securities, acquisition of all or a portion of our business, a similar transaction or proceeding, or steps in contemplation of such activities, some or all Personal Data or Other Data may be shared or transferred as assets, subject to standard confidentiality arrangements. You acknowledge that such transfers may occur, and that any acquirer or successor of EasyPost may continue to use your information as set forth in this policy without additional consent from you, provided such entity agrees to the provisions of this policy.
    • Aggregated or De-identified Data. We may disclose or use aggregated or de-identified Data for any purpose. For example, we may share aggregated or de-identified Data with prospects or partners for business or research purposes, such as telling a prospective EasyPost customer the average amount of time to ship goods using a particular carrier from one zip code to another.
    • To Comply with Applicable Laws, Regulations, or Legal Processes. We may need to disclose Personal Data or Other Data in response to lawful requests by public authorities, where we reasonably believe (i) there are legitimate law enforcement or national security reasons, (ii) such action is necessary to comply with a judicial proceeding or court order, and/or (iii) such action is otherwise required by applicable law
    • To Enforce Our Rights, Prevent Fraud, and For Safety. We may need to protect and defend the rights, property, or safety of EasyPost or third parties, including enforcing contracts or policies, or in connection with investigating and preventing fraud or security issues.
    • With Consent. EasyPost may share Personal Data or Other Data with third parties when we have consent to do so.
Onward Transfer

In the context of an onward transfer EasyPost has responsibility for the processing of personal information it receives under the Privacy Shield and subsequently transfers to a third party acting as an agent on its behalf. EasyPost shall remain liable under the Principles if its agent processes such personal information in a manner inconsistent with the Principles, unless the organization proves that it is not responsible for the event giving rise to the damage.

Age Limitations

We do not collect data from individuals under the age of eighteen (18) years old. If you are a parent or guardian and believe EasyPost has collected information from anyone younger than eighteen (18) years old, please contact us at privacy@easypost.com so that we may verify and subsequently take steps to delete any such information.

Place of Processing

The Data is processed by EasyPost in the United States.

Data Retention Time

The Data is kept by EasyPost for the longer of the time necessary to provide the service requested by the Customer, as stated by the purposes outlined in this document, and the time required by EasyPost's contractual obligations with the United States Post Office.

Data Security

We use reasonable, proportionate, and appropriate physical, electronic, and administrative safeguards designed to protect Personal Data from loss, misuse and unauthorized access, disclosure, alteration and destruction, taking into account the nature of the Personal Data and the risks involved in processing that information. EasyPost provides periodic training for its employees involved in the collection, protection and dissemination of Data in accordance with applicable law.

The Rights of End Users

End Users have the right, at any time, to know whether their Personal Data has been stored and can consult the Data Controller to learn about their contents and origin, to verify their accuracy or to ask for them to be supplemented, deleted, updated or corrected. For Customers, you can send a request for data to be supplemented, deleted, updated or corrected from the email account on record with EasyPost. In addition, you may send such requests by post to the physical address listed below.

To opt out of our marketing activities, please send an email to privacy@easypost.com.

EasyPost does not support “do not track” requests.

To understand if any of the third-party services it uses honor the “do not track” requests, please read their privacy policies.

Recourse, Enforcement and Dispute Resolution

If you have any questions or concerns, please write to us at the address listed below. We will investigate and attempt to resolve complaints and disputes regarding use and disclosure of Personal Data in accordance with the Privacy Shield Principles.

EasyPost’s internal policies and procedures provide for disciplinary action if our employees fail to follow this Privacy Policy. We periodically self-assess and review these internal policies and procedures to ensure compliance with applicable law.

EasyPost has further committed to refer unresolved privacy complaints under the Privacy Shield to an independent dispute resolution mechanism, established by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed by EasyPost, please contact them for more information and to file a complaint at https://www.jamsadr.com/eu-us-privacy-shield.

The JAMS dispute resolution process shall be conducted in English. In addition, the United States Federal Trade Commission is the statutory body that has jurisdiction to hear any claims against EasyPost regarding possible unfair or deceptive practices and violations of laws or regulations governing privacy.

If a complaint cannot be resolved through these channels, under limited conditions, EU individuals may contact the Office of the Data Protection Commissioner. Canal House, Station Road, Portarlington, Co. Laois, R32 AP23, Ireland. email info@dataprotection.ie or you may invoke binding arbitration before a Privacy Shield Panel of the U.S. Department of Commerce and the European Commission.

Changes

EasyPost reserves the right to change, update, modify, alter or amend this Privacy Policy from time to time by giving notice to its Customers and End Users on this page. It is strongly recommended to check this page often to stay informed, referring to the date of the last update listed at the top. If you disagree with the changes to this Privacy Policy, you should deactivate your Services account and/or contact the Customer if you wish to request the removal of Personal Data under their control.

Data Protection Officer

To communicate with our Data Protection Officer, please email dpo@easypost.com.

Contact Information

Please feel free to contact EasyPost if you have any questions about this Privacy Policy or EasyPost’s practices, or if you are seeking to exercise any of your statutory rights. EasyPost will respond within the timeframe as required by applicable law. You may contact us at privacy@easypost.com or at our mailing address below:

Simpler Postage, Inc. (d/b/a EasyPost)
345 California St., 10th Floor
San Francisco, CA 94104

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.

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

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 Policy.

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.

“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.

"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 day Customer commences use of the Services. "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, 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.

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 customers, including any 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. 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. Companymay 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, standard credit card fees of three percent (3%) will apply.

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, Customer shall not have the right to carry forward any unused Company Services. If Customer fails to time 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.

5.3 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.

5.4 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 thirty (30) days prior to the end of the then-current Term.

6.2 Either party may terminate this Agreement for any reason upon ten (10) days’ prior written notice to the other party. 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 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. Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party; except that Company 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 Company provides prompt written notice to the other party of any such permitted assignment. 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. Except for Customer’s payment obligations hereunder, a party is not liable under this Agreement for non-performance caused by events or conditions beyond that party's reasonable control (each, a “Force Majeure Event”) if the party makes reasonable efforts to perform and provide immediate notice to the other party. 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, but not limited to, (a) riot, war or acts of terrorism, (b) natural disasters like earthquakes, flood, or wildfires, (c) material industrial and labor disputes or strikes, and (d) failure of electrical service, denial-of-service attacks, or severe internet service provider or third party hosting provider glitches. Either party 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 a period of twelve (12) months after termination of this Agreement.

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:

  1. Coins, bullion, loose diamonds or stones, 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.
  2. Loss from delay, deterioration, spoilage or contamination of perishable merchandise except when resulting from fire.
  3. Merchandise shipped on consignment, memorandum or approval unless shipped in fulfillment of an order or request.
  4. 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.
  5. Damage which is deemed exceedingly minor, frequently occurring, or caused by the nature of the product itself regardless of careful handling.
  6. Cosmetic damages limited to the packaging where the intended good is not damaged.
  7. 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.
  8. Any package containing personal goods, gifts, samples, or promotional items shipped on behalf of the insured or insured's employees.
  9. Any package shipped to a prohibited country or any location that would be in violation of any U.S. economic or trade sanctions including OFAC Restricted Countries. Information can be found here.
  10. Against loss or damage arising out of dishonesty on the part of the insured or insured's employees.
  11. 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.
  12. 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.
  13. Against loss or damage caused by Customs seizure, inspection, handling, or destruction.
  14. Any package containing goods prohibited or restricted from entering the intended country of delivery.
  15. 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. 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.

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

H. Any covered loss will be paid by check to the insured within 30 days of EasyPost's receipt of all required claim documentation and requested damaged goods. Checks are made to out the insured business name and not to any individual.

I. 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.

J. 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.

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

L. Policy changes can only be effected by EasyPost.

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

N. 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.

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

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

Q. This Policy is subject to change.

Terms of Service - Fulfillment

EasyPost’s services include the receipt, storage, picking, shipment, and related administrative functions, including a license to all related EasyPost APIs and documentation (collectively, the “Service(s)”). These Services require Customer to deliver inventory to the EasyPost warehouses. 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.

The Service Fees will be set forth in your Customer Dashboard account.

TERMS AND CONDITIONS

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

“Customer Application” means a software application that interfaces with the Services using the EasyPost 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 EasyPost through the use of the Services under this Agreement.

“Custom Shipment” means a shipment that does not qualify as a Standard Shipment because it (a) is a high-unit volume order that exceeds one hundred (100) units or (b) otherwise requires customization for fulfillment in Company’s pick and pack flows, as determined in Company’s sole discretion. Where Company determines an order to be a Custom Shipment, Company shall provide notice to Customer within three (3) business days.

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

“EasyPost API(s)” means an application programming interface for the Services (or feature of the Services) provided to Customer by EasyPost.

“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.

“Services” mean EasyPost Shipping & Fulfillment Services, including all related EasyPost APIs and Documentation. Shipping & Fulfillment Services include all related Company APIs and Documentation, as well as the receipt, storage, picking, shipment, and related administrative functions performed by Company pursuant to this Agreement (collectively, the “Service(s)”).

“Standard Shipment” means a Customer order placed with the Company that is not determined by Company to be a Custom Shipment, and thus is protected by SLA guarantees under this Agreement.

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

2. SERVICES; GRANT OF RIGHTS.

2.1 Subject to the terms of this Agreement, EasyPost agrees to provide Customer the Services. EasyPost will provide adequate space within its distribution facilities (the “Facilities”) to efficiently and carefully handle Customer’s goods. EasyPost will provide, at its sole cost and expense, all utilities necessary to operate the Facilities and may move Customer’s goods between Facilities in its discretion as necessary to perform the Services. EasyPost will provide adequate security for the Facilities and contents thereof. EasyPost will maintain adequate insurance covering the contents of the Facilities, including Customer’s goods, against fire, theft and other casualties. EasyPost will furnish all personnel, materials, equipment, supplies and other ancillary accessories necessary to perform safely and efficiently the Services; provided that Customer may provide customized packing material at their sole cost and expense.

2.2 Subject to the terms of this Agreement, EasyPost grants Customer a conditional, limited, non-exclusive, non-sublicensable, non-transferable, fully revocable license, solely during the Term, to:

(a) Use the Documentation and EasyPost APIs as needed to develop Customer Applications;

(b) Use the Services through the Customer Application; and

(c) Offer and make the Services available to End Users through Customer Applications, in accordance with the Documentation.

2.3 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 reasonable precautions to prevent unauthorized access to or use of the Services and will notify EasyPost promptly of any such unauthorized access or use.

2.4 Customer acknowledges that the features and functions of the Services, including, without limitation, the EasyPost APIs, may change over time. It is Customer’s responsibility to ensure that calls or requests Customer makes to the Services are compatible with then-current EasyPost APIs. Although EasyPost endeavors to avoid changes to the EasyPost APIs that are not backwards compatible, if any such changes become necessary then EasyPost will use reasonable efforts to notify Customer at least sixty (60) days prior to implementation of new EasyPost APIs.

2.5 EasyPost will operate at all times as a warehouseman as used under the Uniform Commercial Code, as adopted in the State of California. Customer will not provide goods to EasyPost as a named consignee.

2.6 Customer agrees to ship all packages in their correct postal class and use accurate information. In the event that Company discovers that a shipment is incorrectly classified by Customer or the weight or dimensions differ from Customer’s disclosure to Company, Company reserves the right to re-bill Customer for the correct transportation costs and any additional costs and surcharges associated with such shipment.

3. RESTRICTIONS; RESPONSIBILITIES

3.1 Except as expressly provided in Section 2, Customer will not transfer, resell, lease, license or otherwise make available the Services to third parties. Furthermore, 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 EasyPost 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 dangerous goods, hazardous materials and CBD/hemp-related products. Where Customer goods or Inventory covered under the Services are designated as “hazardous materials” (per the nine hazard classes defined in 49 C.F.R. 172.101 and 173) or otherwise require compliance with additional shipping regulations during the Customer onboarding process (e.g. those goods designated as “restricted matter” or “perishable matter”) (together, “Regulated Goods”), Customer will (a) immediately notify Company of the presence of such Regulated Goods, (b) clearly identify the Inventory classified as Regulated Goods with large and clear labels as they enter Company warehouses, so that they may be easily distinguished from other goods, with an ongoing duty to imminently alert the Company of any changes or additions to its Regulated Goods, and (c) complete mandatory onboarding forms before Company is obligated to ship such Regulated Goods according to the terms of this Agreement.

3.2 Specifically and without limitation, Customer will ensure that EasyPost is entitled (and hereby irrevocably and unconditionally grants EasyPost the rights) to use the Customer Data as needed to provide the Services, and Customer will not use the Services in any manner that violates any data protection statute, regulation, order or any similar law. Except to the extent applicable law prohibits such restrictions, Customer will not (and will not 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) or modify, translate, or create derivative works based on the Services or any software (except to the extent expressly permitted by EasyPost or authorized within the Services). EasyPost has no obligation to monitor Customer’s use of the Services; provided, however, Customer grants EasyPost 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, EasyPost may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer or third party acting on Customer’s behalf may perform a QC inspection of their goods upon arrival at Company’s warehouse with appropriate EasyPost supervision.

3.3 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, passwords (including, but not limited to, administrative and user passwords) and files.

3.4 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 customers, including any 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.

3.5 Customer will defend, indemnify and hold EasyPost 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 the obligations under this Agreement.

3.6 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, EasyPost exclusively owns and reserves all right, title and interest in and to the Services, EasyPost Confidential Information and all related Intellectual Property Rights. 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 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.

4.4 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 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 (1) consistent with 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 to the extent permitted by applicable law.

4.5 Notwithstanding anything to the contrary, EasyPost will have the right 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 EasyPost 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 EasyPost 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 and the prices for postage rates that are returned via the EasyPost API (together, the “Services Fees”). Because shipping rates may change day to day, EasyPost reserves the right to change the Services Fees and/or applicable charges and to institute new charges and Services Fees, upon seven (7) days’ prior notice. When purchasing postage directly from EasyPost, Customer agrees to pay the postage rate purchased via the EasyPost API. All Services Fees are payable in accordance with the Terms and Conditions, schedule of rates attached to the Service (the “Rate Schedule”), and other related provisions described in the Service.

5.2 Pricing will include the storage of Customer’s average Inventory over the previous six (6) months, or for new Customers the anticipated average Inventory over the first six (6) months. For example, if Customer sells 1,000 units per month, EasyPost will include storage for up to 6,000 units at any given time. If Customer’s storage needs will or are anticipated to exceed such Customer’s average Inventory allocation, EasyPost may charge additional storage fees.

5.3 EasyPost may charge additional fees on top of regular rates for custom orders with value-added services that do not use EasyPost labels.

5.4. Unless otherwise stated in the 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, license fees and surcharges, whether charged to or against EasyPost, 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 EasyPost. If Customer’s payment method choice is credit card, then standard credit card fees of three percent (3%) will apply.

5.5 Customers are invoiced monthly for credit card payments and quarterly for payments made via wire transfer or ACH. If credit card payment is not received within fifteen (15) days of the invoice, or wire transfer or ACH payment is not received within thirty (30) days of the invoice, the EasyPost Service will be terminated. Fees due here under will be billed to Customer's credit card and 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. 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.

5.6 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.

5.7 If Customer fails to time pay any amounts due hereunder, EasyPost will (without limiting its other rights) be entitled to suspend the Services associated with Customer's account without prior notice to Customer. EasyPost will not have any liability whatsoever for any damages, 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.

5.8 In the event that Customer does not utilize the full scope of the Services during the Term, Customer shall not have the right to carry forward any unused Services.

6. INVENTORY; STORAGE

6.1 Title to Inventory remains at all times with Customer. The Inventory is not for sale by EasyPost and EasyPost does not, and will not, have any interest therein or lien or claim thereon. EasyPost will not permit any lien or other encumbrance to be placed against any Inventory while in EasyPost's possession.

6.2 If EasyPost determines there have been losses or damages to Inventory caused by EasyPost employees’, agents’, contractors’, subcontractors’ or representatives’ gross negligence or willful misconduct while Inventory is held at an EasyPost fulfillment location (each, an “EasyPost Fulfillment”), EasyPost Fulfillment will reimburse Customer an amount equal to the manufactured price for such goods provided that EasyPost will reimburse Customer only for any losses or damages to goods. If EasyPost reimburses Customer for a good, EasyPost will be entitled, in its sole discretion, to dispose of such goods.

6.3 Shipping Insurance may be negotiated with EasyPost should the Customer choose to purchase insurance for any orders that are shipped out of EasyPost Fulfillment. If Inventory is damaged while in shipment, EasyPost disclaims any and all liability if shipping insurance was not previously purchased for the damaged shipment.

6.4 As described in Section 5, EasyPost will provide six (6) months’ worth of storage for Customer’s average Inventory over the previous six (6) months, or for new Customers the anticipated average Inventory over the first six (6) months.

6.5 Confirmed receipt of delivery by EasyPost does not: (a) indicate or imply that any Inventory has been delivered free of loss or damage, or that any loss or damage to any Inventory later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that EasyPost actually received the number of goods or amount of Inventory specified by Customer for such shipment; or (c) waive, limit, or reduce any of EasyPost’s rights under this Agreement. EasyPost reserves the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of Customer Inventory in its fulfillment centers, and Customer will comply with any of these restrictions or limitations.

6.6 For the avoidance of doubt, should Company fail to adhere to its SLA obligations in completing the Services, Customer’s only available remedy shall be credits provided by Company to Customer’s EasyPost account.

7. TERM; TERMINATION

7.1 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 thirty (30) days prior to the end of the then-current Term.

7.2 Either party may terminate this Agreement for any reason upon ten (10) days’ prior written notice to the other party. 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. EasyPost may also suspend or terminate the Services for cause immediately upon notice if: (a) EasyPost 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; (b) subject to applicable law, upon any Insolvency Event affecting Customer; or (c) subject to applicable law, upon Customer’s liquidation, commencement of dissolution proceedings, 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.

7.3 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 and the terms of the following Sections will survive: Sections 3-5 and 8-11.

8. WARRANTY AND DISCLAIMER

8.1 EASYPOST 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 SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT PERMITTED BY LAW.

8.2 Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, either by EasyPost or by third-party providers, or because of other causes beyond EasyPost’s reasonable control.

9. LIMITATION OF LIABILITY

9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EASYPOST AND ITS SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS AND 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, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSSES, EVEN IF EASYPOST 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 EASYPOST 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.

9.2 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.

10. GOVERNING LAW; DISPUTES

10.1 This Agreement will be governed by the laws of the State of California, exclusive of its rules governing conflicts of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties agree to the exclusive jurisdiction of the state and federal courts in the City and County of San Francisco, California.

10.2 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.

11. GENERAL

11.1 Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part, without EasyPost’s prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void and will constitute an incurable material breach of this Agreement. EasyPost may assign this Agreement, in whole or in part.

11.2 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.

11.3 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.

11.4 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.

11.5 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.

11.6 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.

11.7 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.

11.8 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.

11.9 Force Majeure. Except for Customer’s payment obligations hereunder, a party is not liable under this Agreement for non-performance caused by events or conditions beyond that party's reasonable control (each, a “Force Majeure Event”) if the party makes reasonable efforts to perform and provide immediate notice to the other party. 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, but not limited to, (a) riot, war or acts of terrorism, (b) natural disasters like earthquakes, flood, or wildfires, (c) material industrial and labor disputes or strikes, and (d) failure of electrical service, denial-of-service attacks, or severe internet service provider or third party hosting provider glitches. Either party 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.

11.10 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.

11.11 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.

11.12 Non-Solicitation. Neither party may solicit the other party’s current employees, customers or suppliers for a period of twelve (12) months after termination of this Agreement.

11.13 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

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.

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

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 Policy.

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.

“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.

"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 day Customer commences use of the Services. "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, 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 Fifty Thousand (50,000) parcels (in the aggregate across all carriers) in any consecutive twelve- (12)-month period 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 Fifty Thousand (50,000) parcel limitation. Insurance shall be available for a fee of one percent (1.0%) 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 One Hundred dollar ($100.00) coverage limit).

2.2 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 United Parcel Service (UPS) Digital Access Program ("UPS DAP") account, also acknowledges and accepts the UPS DAP terms of service. Where Customer uses a 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 customers, including any 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. 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 percent (3.0%) 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 or Address Verification call made by Customer for parcels (in the aggregate across all carriers) exceeding the Fifty Thousand (50,000) limit. Such Overage Fees shall be deducted from Customer’s EasyPost account or otherwise charged by Company as necessary. For the avoidance of doubt, Customer shall receive one (1) free Address Verification call for each label it purchases through Services.

"Overage Fee" means (a) five cents ($0.05) for each Label, Tracking or Rating call, (b) one cent ($0.01) for each Domestic Address Verification call, and (c) three cents ($0.03) for each International Address Verification call.

5.3 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.

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 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.

5.5 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 Either party may terminate this Agreement for any reason upon ten (10) days’ prior written notice to the other party. 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 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. Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party; except that Company 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 Company provides prompt written notice to the other party of any such permitted assignment. 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. Except for Customer’s payment obligations hereunder, Company is not liable under this Agreement for non-performance caused by events or conditions beyond its reasonable control (each, a "Force Majeure Event") if Company makes reasonable efforts to perform and provide immediate notice to Customer. A Force Majeure Event is an event or circumstance which is beyond the reasonable control and without the fault or negligence of Company, and which by the exercise of reasonable diligence Company 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/or (f) other acts of God that materially affect the ability for Company to perform the Services. Either party 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 earlier 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.