Plover Parametrics, Inc. dba Postal (hereinafter, “Postal”) (a) owns and operates a software platform that enables users to register a virtual business address, manage digital mailbox services, apply artificial intelligence to physical mail content, and solicit compliance, operations and other value added services (together, the “Platform”); and (b) provides, through Postal's Third-Party Commercial Mail Receiving Agency (“CMRA”) partners and Remote Deposit Capture service providers (the “Authorized Providers”), certain mail handling and virtual business address services, each as further described herein (all of the foregoing, collectively, the “Services”).  This Terms of Service Agreement (this “Agreement”) governs the access and use of the Platform and Services (collectively, the “Postal Offering”).  Customer agrees to be bound by the terms of this Agreement by (i) creating an account or using the Services, or (ii) using or accessing the Postal Offering in any manner. In so doing, the individual signing up on behalf of Customer acknowledges that they have read, understood, and agree to be bound by this Agreement, and represents that they have the authority to enter into this agreement on behalf of Customer.

Contact Postal at admin@usepostal.com if you have any questions about this Agreement.

1. Use of the Postal Offering.
   
   1. Account Creation. Customer must create an account to access and use the Postal Offering (“Account”). Customer represents and warrants that all information provided to Postal is and will remain true, current and complete. Customer agrees not to (a) create an Account using a false identity or name, and/or (b) create an Account or use the Postal Offering if Customer has been previously removed or banned by Postal. Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting Customer's password and/or login credentials related to the Account. Customer is solely responsible for any activity originating from the Account, regardless of whether such activity is authorized by Customer. Postal reserves the right to limit the number of Accounts that can be created from a computer or mobile device and the number of computer or mobile devices that can access an individual Account. Customer agrees to notify Postal immediately of any unauthorized use of the Account. 
   2.  Subscriptions; Renewal. 
      
      1.  Subscriptions. Postal will provide access to the Postal Offering on a subscription license basis in accordance with the subscription plan purchased by Customer from Postal (the “Subscription Plan”). Each Subscription Plan shall begin on the date Customer purchased the Subscription Plan, unless otherwise specified, and continue for the applicable subscription period (e.g., monthly or annually) selected by Customer (the “Subscription Term”). 
      2.  Renewal. The Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless Customer provides Postal with written notice of non-renewal or termination prior to the expiration of Customer's then-current Subscription Term.
   3. Platform Access. Postal hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable limited right during the Subscription Term to access and use, and permit Authorized Users to access and use the Platform solely for Customer's internal business purposes and in accordance with the terms of this Agreement and the limitations of Customer’s chosen Subscription Plan (the “Usage Parameters”).
   4.  Customer Actions. Customer is fully responsible for all directions, orders, notifications, and requests made through Customer’s Account by Customer and/or any of its Authorized Users. This responsibility includes, without limitation, any expenses incurred or actions taken as a result of such use of the Customer’s Account. Neither Postal, any Authorized Provider or any registered Agent shall be liable, whether to Customer or any third party, for Customer Mail and/or Legal Documents that are recycled or shredded at Customer’s request or direction, or for the outcome of any other actions taken pursuant to Customer’s instructions or direction in connection with the Services (each, an “Mail Action”). By using the Postal Offering to request the performance of any Mail Action, Customer expressly acknowledges and agrees that such request constitutes legally binding authorization for Postal and its Authorized Providers to carry out the specified Mail Action.
   5. Platform Administrator; Permissions. Customer may appoint one or more administrators (each, an “Administrator”) to manage and oversee Customer’s Account. This authority includes, without limitation: (a) directing Postal, its Authorized Provider, and/or its Registered Agent to Mail Actions or other actions related to the Services, including those involving Customer Mail and/or Legal Documents; and (b) inviting Customer’s employees, contractors, and/or agents to access and use the Postal Offering as Authorized Users under Customer’s Account (“Authorized User”). For clarity, “Authorized Users” as used in this Agreement includes Administrators. Depending on Customer’s Subscription Plan, an Administrator may establish specific permissions and access rights for each Authorized User (“Permissions”). Customer acknowledges and agrees that, depending on the Permissions granted, an Authorized User may: (i) invite or enable new Authorized Users; (ii) assign Permissions to other Authorized Users; (iii) access and view Customer Data associated with the Account; and/or (iv) view and/or direct actions concerning Customer Mail in connection with the Mail Services. Customer is solely responsible and liable for appointing Administrators, inviting Authorized Users, and determining the Permissions granted to Authorized Users by the Administrator(s) of the Account. Customer shall not allow any individual other than Authorized Users to access or use the Postal Offering and will ensure that all Authorized Users use the Postal Offering strictly in accordance with this Agreement. Customer acknowledges and agrees that it is solely responsible for all use of the Postal Offering by its Authorized Users, and that any breach of this Agreement by an Authorized User will be deemed a breach by Customer.
   6.  Restrictions; Prohibited Uses; Assistance. 
      
      1. Restrictions; Prohibited Uses. Customer shall not, and shall not permit any Third-Party (including, without limitation, any Authorized User) to: (a)  alter, translate, adapt, or create derivative works from the Postal Offering (or any portion thereof) or any related documentation; (b) attempt to discover, derive, or determine the source code, underlying ideas, algorithms, structures, or organization of the Platform by reverse engineering, decompiling, disassembling, or any other method; (c) distribute, assign, transfer, sublicense, license, or otherwise make the Postal Offering (or any portion thereof) or related documentation available to any Third-Party; (d) remove, obscure, or modify any proprietary rights notices, including copyright notices, appearing in or on the Platform or related documentation; (e) interfere with, disrupt, damage, impair, or otherwise negatively affect the integrity, performance, systems, networks, or data of the Postal Offering, or assist others in doing so; (f) seek or gain unauthorized access to the Postal Offering (or any portion thereof) or to related systems or networks; (g) use framing or similar techniques to enclose any portion of the Platform; (h) employ meta tags, “hidden text,” robots, spiders, crawlers, or any other manual or automated tools to scrape, collect, index, mine, republish, redistribute, transmit, sell, license, or download the Platform, its content, or others’ personal information without Postal’s prior written consent; (i) use the Postal Offering (or any portion thereof) to engage in hacking, spamming, phishing, or similar malicious activities against Postal or other users of Postal; (j) store, transmit, or upload to the Postal Offering any viruses, malicious code, unsolicited software, false or misleading information, or material that is illegal, abusive, harassing, defamatory, obscene, hateful, infringing, libelous, tortious, pornographic, profane, indecent, racist, or otherwise objectionable in Postal’s reasonable judgment, or any content that violates another party’s intellectual property or privacy rights; (k) impersonate any person or entity, use a false identity, or misrepresent Customer’s affiliation with any person or entity; (l) use the Postal Offering to develop, or assist in developing, a product or service that competes with the Postal Offering; or (m) access or use the Postal Offering (or any portion thereof) for any unlawful, fraudulent, or prohibited purpose, including but not limited to violations of applicable local, state, national, or international laws, United States Postal Service (“USPS”) rules, codes, or regulations, or any U.S. or foreign export control laws governing the transmission of technical data or regulated materials.
      2.  Assistance. Customer must promptly notify Postal of any fraudulent, unauthorized, illegal, or suspicious use of the Postal Offering, including any incorrect, mistaken, or unauthorized requests made through Customer’s Account with respect to the Services, as well as any breach of security or suspected unauthorized or illegal activity. Postal will not be liable for any deficiencies in the Services or the Postal Offering that result from any act or omission by Customer, or by Customer’s employees, contractors, or agents. Without limiting any other provision of this Agreement, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information it provides. Customer must ensure that Postal, its designated Authorized Provider, and/or its Registered Agent have complete, current, and accurate information necessary to provide the Services and perform any Action Item, including any related follow-up actions, instructions, or directions requested by Customer. 
   7. ‍Provided Services.
      
      1.  Business Address Services. Subject to the terms and conditions of this Agreement, Postal will provide Customer with the permanent address or addresses requested by Customer, and Customer may use the provided address or addresses as its permanent business address (hereinafter, the “Customer Business Address”). Customer acknowledges and agrees that neither Postal nor any Authorized Provider is liable for changes in the availability of the Customer Business Address, and Customer's sole recourse other than termination is to notify its contacts and mailers that Customer's business address has changed to a different Customer Business Address. Customer agrees not to represent or suggest that the Customer Business Address is a physical address at which third parties can find Customer or which they may physically visit.
      2.  Mail Services. Subject to the terms and conditions of this Agreement, Postal will, through its Authorized Providers, use commercially reasonable efforts to provide Customer remote mail management services including the ability to receive, scan, shred and/or forward mail (the “Mail Services”) as requested by Customer. The Mail Services shall be provided with respect to mail and/or packages that are addressed to, and received at, Customer's Business Address. Such mail and/or packages may include letters, flats, packages, and parcels from any carrier or by any mode of delivery, (collectively, “Customer Mail”). Customer agrees that Customer will not, and shall not permit any Third-Party, to modify or alter the format of the Customer Business Address. Customer acknowledges and agrees that neither Postal nor its Authorized Providers has any responsibility for Customer Mail that is not properly addressed according to the format Postal and/or its Authorized Providers provide, to USPS specifications, or otherwise in accordance with this Agreement. At Postal's request, Customer will promptly notify third parties to update their address information on file to reflect the Customer Business Address. Customer acknowledges and agrees that Postal may work with, utilize, and/or use third-party providers and/or subcontractors to provide some or all of the Mail Services.
      3.  Registered Agent Services. If Customer, as part of Customer's Subscription Plan and/or as an add-on service, has purchased registered agent services as further described here (the “Registered Agent Services”), then subject to the terms and conditions of this Agreement, Postal will use commercially reasonable efforts to provide Customer the Registered Agent Services as further described and in accordance with Section 3 below. Customer acknowledges and agrees that Postal may work with, utilize, and/or use third-party providers and/or subcontractors to provide some or all of the Registered Agent Services. 
      4.  Check Deposit Services. Subject to the terms and conditions of this Agreement, a limited agency is established between Customer and Postal, and/or its Authorized Providers, in order to facilitate deposits of checks received in Customer Mail, as further described in Section 4 below. Customer acknowledges and agrees that Postal, and/or its Authorized Providers will use commercially reasonable efforts to execute the permissions granted by such limited agency. Customer also acknowledges and agrees that additional actions, permissions, responsibilities and information sharing shall be required in order to facilitate check deposits on their behalf, and Customer will provide such information to Postal and/or any Authorized Provider’s at their request, including Representations and Warranties, Deposit Account Identifying Information, and any other information required to facilitate deposits on Customer’s behalf.‍
   8. AI Features. If Customer, as part of Customer’s Subscription Plan and/or as an add-on service, has purchased the artificial intelligence features as further described here (the “AI Feature Services”), Postal will use commercially reasonable efforts to provide Customer the AI Feature Services as further described and in accordance with Section 5 below. Customer acknowledges and agrees that Postal may work with, utilize, and/or use third-party providers to provide some or all of the AI Feature Services.‍
   9. Customer Data. Customer acknowledges that Postal may collect and process data and information arising from Customer’s and/or its Authorized Users’ use of the Postal Offering (collectively, “Customer Data”). Customer hereby grants Postal a non-exclusive, fully paid, royalty-free, worldwide license to use and process such Customer Data as reasonably necessary to operate, maintain, enhance, and improve the Postal Offering. For purposes of applicable data protection laws, the parties agree that Customer shall act as the data controller, while Postal shall act as the data processor and/or service provider. Customer represents and warrants that, with respect to all Customer Data: (a) Customer possesses all rights necessary to grant Postal the rights and licenses set forth in this Agreement; (b) Customer complies with all applicable data protection and privacy laws; and (c) All required notices have been provided and all necessary consents, permissions, and/or authorizations have been obtained from the relevant data subjects or sources to transmit such Customer Data through the Postal Offering. Any personally identifiable information collected or provided in connection with the Services will be handled in accordance with this Agreement and Postal’s Privacy Policy. Customer retains all right, title, and interest in and to its Customer Data. ‍
   10. Third-Party Integrations. Postal may support integrations with and/or connect to and/or use certain third-party products, services or software (including, without limitation, data products and services and compliance services), which are subject to separate terms and conditions (collectively, “Third-Party Integrations”). If Customer chooses to access or use any such Third-Party Integrations, that use will be governed exclusively by the applicable terms and conditions for such Third-Party Integration. Postal does not control, endorse, or make any representations regarding such Third-Party Integrations, their content, or their handling of Customer’s data. Postal will have no responsibility or liability for any actual or alleged harm, loss, or damage arising from or related to Customer’s access to or use of Third-Party Integrations, or from reliance on their privacy practices or other policies. Postal does not warrant, guarantee, or assume responsibility for any Third-Party products or services promoted or made available through, or in connection with, the Service. Postal will not be a party to, nor will it monitor, any transaction between Customer and any Third-Party provider of such products, services, or Third-Party Integrations.‍
   11. Changes and Modifications. Postal reserves the rights to either temporarily or permanently modify, suspend or discontinue the Postal Offering (or any part thereof) with or without notice. Customer agrees that Postal will not be liable to Customer or to any Third-Party for any modification, suspension or discontinuance of the Postal Offering (or any part thereof).

2. Mail Services.
   1.  Authorization. By accessing or using the Postal Offering, Customer grants Postal and/or its Authorized Providers express permission and legal authority to perform, upon Customer’s request through Customer’s Account, the following actions with respect to Customer Mail: (a) scan and/or photograph the exterior of Customer Mail; (b) open Customer Mail; (c) scan and/or photograph the contents of Customer Mail; (d) forward Customer Mail to the forwarding address designated by Customer; (e) store, shred or otherwise destroy Customer Mail. Any request for Mail Services submitted through the Account or otherwise communicated by Customer constitutes Customer’s explicit, binding authorization for Postal and/or its Authorized Providers, as applicable, to carry out the requested Mail Services.
   2.  Receiving Mail.
      
      1.  USPS Regulations. Upon Customer’s registration for Mail Services, including completion, execution, and notarization of USPS Form 1583, the Authorized Provider designated by Postal shall serve as Customer’s authorized agent for the purpose of receiving Customer Mail. Customer acknowledges that the Authorized Provider cannot accept delivery of any Customer Mail until all registration requirements established by Postal for Mail Services have been fully satisfied by Customer. Any Customer Mail arriving before completion of such requirements may, at Postal’s discretion, be assessed a handling fee and marked “Return to Sender.” Customer acknowledges that the failure to complete all applicable registration steps, including the USPS Form 1583 process, may result in delays or inability to receive Customer Mail through the Mail Services.
      2. Restricted Mail. Authorized Providers may only accept restricted delivery Customer Mail on Customer’s behalf if Customer has expressly authorized such acceptance by completing Item 5 of USPS Form 1583. Without this authorization, restricted delivery items will not be received. Customer acknowledges that Authorized Providers are permitted to accept only those items that are certified, registered, or restricted-delivery, provided such items are delivered to the Authorized Provider’s designated street address during times when an Authorized Provider employee is present to receive them. Where proper authorization under Item 5 of USPS Form 1583 has been granted, the Customer’s designated Authorized Provider will sign for any and all restricted delivery Customer Mail addressed to Customer and delivered to the Customer Business Address.
      3. Standard Mail. Unless otherwise requested by Customer, Customer hereby authorizes Postal and/or its Authorized Providers to discard or recycle Customer's “junk mail,” such as commercial solicitations (flyers, circulars, advertising and catalogues) (“Standard Mail”). Standard Mail will not be scanned or made available through Customer's Account. 
      4.  COD Mail. Authorized Providers will not accept postage due or collect on delivery (“COD”) mail on Customer's behalf.
      5. Service of Process. Where provided by law, a process server may attempt to serve Customer by mail or to serve Customer's Authorized Provider as Customer's “mail agent” on Customer's behalf. Neither Postal nor any Authorized Provider assumes any liability should Customer be deemed to have accepted service of process as a result of use of the Postal Offering and Customer agrees to indemnify, defend and hold Postal and its Authorized Providers, and their respective officers, directors, shareholders, employees, contractors, agents, successors and assigns harmless from and against any and all liability, claims, damages, losses or cause of action arising from arising out of such actual or attempted service.
      6. Size Restrictions. Postal and/or its Authorized Providers reserve the right to refuse delivery of any Customer Mail package that (i) exceeds 24 inches by 24 inches by 24 inches in dimension and/or (ii) weighs in excess of 50 pounds. All such mail shall be returned to the sender. If Customer has a special request for package reception, please contact Postal at admin@usepostal.com.
   3.  Scanning Mail; Unauthorized Mail.
      
      1.  Scanning Mail. Subject to the terms of this Agreement, Postal and/or its Authorized Provider will scan Customer Mail and provide a digital copy of each such item for viewing through Customer’s Account. Customer acknowledges that Postal and/or its Authorized Providers retain sole discretion to decline or refuse to scan either the exterior or the contents of any Customer Mail that they determine to be obscene, unlawful, inciting hatred or violence, or otherwise contrary to law. Additionally, Postal and/or its Authorized Providers may, in their sole discretion, decline or refuse to scan or photograph the exterior or contents of Customer Mail if such activity would be unduly or excessively burdensome (e.g., catalogs, magazines, or books).
      2. Unauthorized Mail. If any mail belonging to a person who is not an Authorized User of Customer is delivered to Customer’s Account (“Unauthorized Mail”), Customer shall promptly notify Postal and refrain from requesting any action with respect to such Unauthorized Mail. Customer further agrees not to open, view, read, copy, print, disclose, distribute, or otherwise use any content or information contained in Unauthorized Mail for any purpose. Any breach of this provision may subject Customer to criminal or civil liability, monetary damages, and/or immediate suspension or termination of Customer’s Account by Postal. Customer acknowledges that Postal and its Authorized Providers cannot guarantee that Customer Mail will never be mistakenly routed to another user’s account. In such cases, neither Postal nor its Authorized Providers shall be liable to Customer or the intended recipient. As Customer’s sole and exclusive remedy, and as Postal’s and its Authorized Provider’s sole and exclusive obligations and liability, Postal will, upon discovery of any such error, use reasonable efforts to notify both the intended and unintended recipients and promptly remove the item from the unintended recipient’s account.
   4. Forwarding Mail. Subject to the terms of this Agreement, Postal will forward Customer Mail in accordance with Customer’s request submitted through the Customer portal of the Postal Offering. Customer agrees that once the forwarded Customer Mail has been placed into the custody of the USPS or another mail-carrying service, such Customer Mail will be deemed delivered, and all responsibilities of Postal and its Authorized Providers with respect to that item will cease. Customer further acknowledges that, after such placement with the USPS or another mail-carrying service, neither Postal nor any Authorized Provider will have any responsibility or liability regarding the handling, arrival, timing, or condition of such Customer Mail. If Customer fails or refuses to accept Customer Mail forwarded by Postal and/or any Authorized Provider pursuant to this Agreement, Customer will bear any and all costs of return shipping and re-processing of the Customer Mail by Postal and/or its Authorized Providers. At Postal's request, Customer agrees to sign for or otherwise acknowledge acceptance in writing of all Customer Mail forwarded to Customer.
   5.  Destruction and Storage. 
      
      1.  Destruction. When Customer submits a request through Customer’s Account authorizing the destruction and/or shredding of a specific item of Customer Mail, the Customer’s designated Authorized Provider will securely dispose of the physical item by shredding or another secure destruction method.
      2.  Storage. Customer Mail will be stored at the facility of Customer’s designated Authorized Provider for thirty (30) days from the date of receipt. Customer acknowledges that Postal and/or its Authorized Providers may, at their discretion, assess additional storage fees (at the then-current rates) for holding Customer Mail contained in packages, parcels, or oversized envelopes beyond this thirty (30) day period. Customer further acknowledges and agrees that any Customer Mail remaining in storage at the end of the thirty (30) day period, for which no forwarding or destruction request has been submitted, may be destroyed without further notice. Neither Postal nor any Authorized Provider shall bear any liability for continued storage or for destruction of such Customer Mail after the expiration of the thirty (30) day storage period.
3. Registered Agent Services.
   
   1.  Registered Agent Appointment. Upon Customer request, Postal may prepare and file the necessary change-of-registered-agent forms to appoint Postal and/or its designated third-party provider as Customer’s registered agent (“Registered Agent”) in any U.S. jurisdiction where Customer is incorporated or qualified to do business, as designated by Customer. Customer is solely responsible for ensuring that the Registered Agent has up-to-date information regarding Customer’s address and the names of all persons authorized to receive notifications, reports, service of process, and other legal matters on Customer’s behalf.
   2. Authorization and Instructions. Customer may provide instructions to the Registered Agent either directly, through an attorney-in-fact, or via another third party with apparent authority to act on Customer’s behalf. Postal and the Registered Agent shall not be liable for actions taken or omitted in reliance on such instructions. Where the registered agent change process or other requested services require a signature, Customer authorizes the Registered Agent, along with its employees, contractors, and agents, to: (a) sign and file reports or other documents with the applicable states (i) as “Special Secretary” or “Special Manager” on behalf of the relevant entity, or (ii) in the name of the Secretary listed in Customer’s Account for that entity, to the extent required by state law, unless Customer provides written notice to Postal to the contrary; and (b) exercise a Limited Power of Attorney to sign such reports or documents and to hold such office and authority as necessary to complete and file them with the applicable states. 
   3. Receiving Service of Process & Other Legal Documents. Customer authorizes Postal and/or the Registered Agent to receive service of process and any legal documents of any type (“Legal Documents”) on Customer’s behalf. Customer further agrees that Postal and/or the Registered Agent may open, scan, upload, and transmit such Legal Documents into Customer’s Account in connection with the Registered Agent Services. Registered Agent Services are strictly limited to the receipt of service of process and other Legal Documents, along with the forwarding of such items to Customer. These services do not include the receipt of general or routine mail unless Customer has separately purchased Mail Services. Accordingly, Postal assumes no liability to Customer or any third party for the loss of any non-legal mail items. 
4.  Check Deposit Service. 
   
   1.  Authorization. By submitting a request for and accessing deposit services through the Platform or by any other means, Customer grants Postal and/or its Authorized Providers, as applicable, express and legally binding authority to act as Customer’s agent for the purpose of carrying out the requested deposit services. Customer acknowledges that Postal, and its Authorized Providers, may rely solely on identifying numbers provided by or on behalf of Customer to determine the financial institution and account even if the numbers identify a financial institution or account holder different from the one identified by or on behalf of Customer by name.
   2.  Mail-in Deposits. Upon Customer’s request, and in accordance with the terms of this Agreement, Postal will provide Customer Mail-In Deposit services to process and deposit checks received through the Mail Services into Customer’s designated financial accounts. Customer grants Postal express permission and legally binding authorization to perform, as requested through Customer’s Account, the following actions with respect to checks received by mail: (a) apply the appropriate restrictive endorsement to the check; (b) prepare and repackage the check for mailing; (c) forward the check to a branch of the financial institution associated with Customer’s designated deposit account; and/or (d) include with the check any additional deposit materials or information required by the receiving financial institution.
   3.  Remote Deposit Capture. Remote deposit capture (“RDC”) is a technology-based process that enables financial institutions to accept checks for deposit using electronic images rather than physical checks. Upon Customer’s request, and subject to this Agreement, Postal may facilitate RDC either: (i) through Customer’s preferred bank, or (ii) through Stripe, Inc. (“Stripe”), with such services referred to herein as the “Stripe RDC.” If Customer elects to use RDC, deposits will be processed in accordance with the platform and remote deposit capture terms of such financial institution. For example, as regards Stripe, such RDC will be made pursuant to the Stripe Treasury - Platform Terms (“Stripe Treasury - Platform Terms”), and subject to Customer’s compliance with the associated terms and conditions of the Stripe Treasury Remote Deposit Capture Services (“Stripe RDC Terms”). Funds from checks deposited via RDC will generally be available in Customer’s designated financial account within approximately five (5) business days, depending on the amount of the deposit. By electing to deposit checks using RDC, Customer confirms that it has reviewed, accepted, and will comply with all RDC terms, and further grants Postal express permission and authorization to scan or photograph the endorsed check received through the Mail Services and upload it for processing and deposit. 
   4.  Representations. Customer represents and warrants with respect to all Mail-In Deposit and/or RDC requests that (a) Customer is a signer or account owner of the financial account into which a deposit is being made, and (b) each Check submitted for deposit is in all other respects properly authorized. Without limitation to any other rights or remedies of Postal under this Agreement, or in law or equity, Customer agrees to indemnify Postal for any losses, liabilities, costs or expenses suffered or incurred as a result of the breach of these representations and warranties. 
   5.  Regulatory Compliance. Any deposit transactions will be placed through Customer’s designated financial institution who will act as the Originating Depository Financial Institution (“ODFI”). The terms and conditions of this Agreement do not limit Customer’s obligation to comply with the Operating Rules (“Rules”) of the National Automated Clearing House Association (“NACHA”) and applicable Federal regulations (“Regulations”) governing deposit transactions.
   6. Notice of Unauthorized or Erroneous Transfers. Customer agrees to promptly and regularly review all entries, deposit confirmations, and other communications received from Postal. Customer must immediately notify Postal of any discrepancies between Customer’s records and those provided by Postal, the ODFI, or Customer’s financial institution, including any transfer not authorized by Customer. If Customer does not notify Postal and/or its Authorized Providers within ten (10) business days from the date on which Postal or its Authorized Providers sent the confirmation deposit email or other activity report, Customer will bear full responsibility for all losses, liabilities, or costs arising from any erroneous or unauthorized transfer.
   7. Responsibilities
      
      1.  Accepting Transactions. Postal, or its Authorized Providers, will only be responsible for processing deposit requests that have been sent in proper format and on a timely basis. Customer does not have the right to cancel or amend any entry after the request has been processed and submitted for deposit Postal and/or its Authorized Providers will use the information supplied by Customer to process the deposit request and submit it to the designated financial institution. Customer acknowledges that Postal and/or its Authorized Providers may reject any check in accordance with this Agreement or the RDC terms of the applicable financial institution. A check may also be rejected if its acceptance would cause Postal or its Authorized Providers to violate any Federal Reserve or other regulatory risk control program, or any applicable law or regulation.
      2.  Account Balances. Customer is solely responsible for ensuring and maintaining adequate financial account balances in connection with the use of RDC technology at all times, and Customer expressly acknowledges and agrees that Customer shall immediately add funds to the necessary account upon notice of a negative account balance from Postal and/or a financial institution. Customer’s failure to comply with this section shall be deemed a material breach and, notwithstanding anything to the contrary herein, Postal may immediately suspend or terminate Customer’s access to RDC or the Postal Offering with or without notice.
      3.  Disputed Deposits, Chargebacks, and Negative Account Balances. As a condition of using RDC, Customer is solely responsible for any and all amounts, fees, charges, liabilities, losses, fines, damages, costs, expenses, and/or penalties arising from disputed deposits, chargebacks, or negative account balances—whether initiated by Customer or otherwise resulting from Customer’s use of the RDC (collectively, “Deposit Penalties”). Customer agrees that Postal may invoice Customer for any Deposit Penalties incurred by or assessed against Postal as a result of Customer’s use of any financial institution’s RDC, and Customer shall pay any such invoice within five (5) days of the invoice date. Customer further agrees to indemnify and hold Postal harmless from any Deposit Penalties connected to Customer’s RDC activity.
   8.  Limitations of Liability. Postal and its Authorized Providers will perform their obligations as Customer’s limited agent in accordance with this Agreement and any applicable RDC terms. Postal and its Authorized Providers shall not be responsible for any errors, actions, or omissions of third parties, including, without limitation, financial institutions, communication common carriers, or clearing houses involved in the origination or processing of checks. In addition, Postal and/or its Authorized Providers shall not be liable for any loss, liability, or delay arising from events beyond their reasonable control, including but not limited to fires, earthquakes, war, civil disturbances, power outages or surges, governmental actions, labor disputes, communication network failures, legal restrictions, or similar circumstances.
5. AI SERVICES
   
   1. Authorization. These terms of this section govern Customer’s use of the Postal’s artificial intelligence (“AI”) and large language model (“LLM”) services or features available through the Postal Offering. By using the AI and LLM services or features (together, the “AI Features”), Customer acknowledges that it has read, understood and agreed to be bound by these terms.
   2. Third Party Providers. Postal provides options for privately-hosted LLMs, as well as an LLM hosted by a third-party provider (“3PP”). The AI Features for the 3PP-hosted LLM are currently provided through artificial intelligence technology developed and provided by OpenAI LLC (“OpenAI”). Customer acknowledges and understands that the terms of the 3PP may govern the use of the AI Features. Currently, the OpenAI Terms of Service govern the 3PP-hosted LLM, and are available at the following link: OpenAI Business Terms of Service. Under these business terms, OpenAI will not use business data to train their models as committed to in their OpenAI Enterprise Privacy Terms. Postal reserves the right to utilize a different 3PP at any time upon providing prior notice. In the event that a different 3PP is utilized in the future, such 3PP’s terms of use shall govern. In the event the 3PP-hosted LLM is no longer provided, the 3PP terms will terminate and no longer be applicable to the use of the AI Features. If you do not agree to the new 3PP, your sole remedy is to cease your use of the AI Features. Postal inputs Customer Mail to 3PP LLMs to generate useful content using the AI Features. Inputting Customer Mail to 3PP LLMs means this data (the “Input”) may be shared with and manually reviewed by a person, including by third-party contractors located around the world. Therefore, Customer shall not use or provide any information that is sensitive or that should not be viewed by others, including personal data. Customer assumes the risk for any violation of privacy laws or loss of intellectual property protection due to the use of AI Features. Postal has no control over the use of the Input, thus, any use of such is at the Customer’s own risk and Postal does not represent, undertake or warrant to any security or control of or to the Input.
   3. Suggestions. Customer may use the AI Features to generate code, outputs, or other functions based on the input provided by Customer (collectively, “Suggestions”). Postal hereby assigns to Customer all of Postal’s right, title, and interest in and to any Suggestions. Notwithstanding the foregoing, Customer acknowledges that Suggestions are generated automatically by machine learning technology and may be similar to or the same as Suggestions provided to other customers, and no rights to any Suggestions generated, provided, or returned by the Service for or to other customers are granted to Customer under these Terms. Further, Customer acknowledges that there are numerous limitations that apply with respect to Suggestions provided by the AI Features due to the fact that responses are automatically generated, including that (a) responses may contain errors or misleading information, (b) LLMs are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) LLMs can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in output that is out of context or does not make sense, (d) LLMs do not have emotions and cannot understand or convey emotions in the way humans can, which can result in output that lacks the empathy and emotion that humans are able to convey, (e) LLMs can perpetuate biases that are present in the data used to train them, which can result in output that is discriminatory or offensive, (f) LLMs can struggle with complex tasks that require reasoning, judgment and decision-making, (g) LLMs require large amounts of data to train and generate content, and the data used to train LLMs may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated output, and (h) output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal. You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of Suggestions and resulting generated output. 
   4. Disclaimer. IN ADDITION TO ANY DISCLAIMERS SET FORTH IN THE AGREEMENT, THE AI FEATURES ARE PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS. POSTAL AND THE APPLICABLE THIRD-PARTY PROVIDER MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURES, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURES. POSTAL WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM THE USE OF THE AI FEATURES OR ANY ERRORS OR OMISSIONS CONTAINED IN THE CONTENT OF ANY AI FEATURE OUTPUT.
6. Payment Terms.
   
   1.  Subscription Fees; Add-on Fees. Customer shall pay the applicable fees for the Subscription Plan purchased (“Subscription Fees”) as set forth in Postal’s then-current Pricing Schedule, available at https://www.usepostal.com/pricing (“Pricing Schedule”). Subscription Fees remain fixed during the Subscription Term unless: (a) Customer upgrades the Subscription Plan or increases Usage Parameters; and/or (b) Customer subscribes to additional subscription-based features or products offered by Postal. Customer shall also pay any fees for optional one-time add-on Services or usage above included limits (“Add-On Fees”), including, without limitation, mail forwarding, storage, or other add-on charges listed in the Pricing Schedule. If a price change applies, additional amounts will be billed at the start of the next billing cycle. Any downgrade to the Subscription Plan will take effect only at the next renewal date of the applicable Subscription Term. Renewal pricing will be based on Postal’s then-current rates.
   2. Payment Terms. All Subscription Fees and Add-On Fees (collectively, “Fees”) are due and payable in advance unless otherwise stated in the Pricing Schedule or agreed to in writing by Postal. Customer authorizes Postal to charge all applicable Fees, Taxes, and any other amounts incurred in connection with Customer’s and its Authorized Users’ use of the Postal Offering to the payment method stored in Customer’s Account, in accordance with the billing terms in effect when such amounts are due. If payment is not received or cannot be processed, Postal may, at its discretion: (a) suspend or terminate Customer’s and/or any Authorized User’s access to the Postal Offering; (b) suspend performance of Services; (c) downgrade the Subscription Plan; and/or (d) terminate this Agreement. All Fees are non-refundable and non-cancellable.
   3.  Taxes. Fees are exclusive of all taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (“Taxes”), except for taxes based on Postal’s income. Customer is responsible for payment of all such Taxes, as well as any related penalties and interest, arising from payment of the Fees, delivery of the Postal Offering, or performance of Services.
   4. Term and Termination.
      
      1.  Term. This Agreement begins on the date it is accepted by or on behalf of Customer and remains in effect for the duration of the Subscription Term (including renewals), unless terminated earlier in accordance with this Agreement. Each Subscription Term automatically renews as set forth in Section 1.2.
      2.  Termination; Suspension. Customer may terminate this Agreement and/or any Subscription by providing written notice to Postal at admin@usepostal.com. Postal may, at any time, suspend or terminate Customer’s and/or any Authorized User’s access to the Postal Offering, or terminate this Agreement, if Postal determines in good faith that Customer has violated this Agreement or any incorporated guidelines, terms, or rules. Postal may also suspend Services or terminate this Agreement immediately if Postal or any Authorized Provider determines that the Customer Business Address is being used for possible fraudulent activity or activity that may violate applicable laws or governmental regulations. 
      3.  Effect of Termination. 
         
         1. Outstanding Fees; Access. Upon termination, all outstanding Fees become immediately due and payable, including Subscription Fees for the remainder of the then-current Subscription Term. Customer’s and all Authorized Users’ access to the Postal Offering will automatically terminate. 
         2.  Customer Mail. By entering into this Agreement, Customer provides Postal and its Authorized Providers with standing “Do Not Forward Mail” instructions. Unless Customer and its Authorized Provider agree in writing otherwise, these instructions remain in place after termination, and mail will be handled in accordance with USPS DMM 508 Section 1.8.3. Any change to these instructions requires a separate written agreement and prepayment of postage and applicable fees, typically for a minimum of six (6) months after termination, as determined by the Authorized Provider in its sole discretion. 
         3. Legal Documents. Upon termination or expiration of this Agreement and/or Registered Agent Services, Postal and/or its third-party providers will no longer serve as Customer’s Registered Agent. They will have no obligation to forward or re-mail Legal Documents received after termination, except as expressly stated in this Agreement. 
         4.  Survival. The following Sections survive termination or expiration: 1.1, 1.8, 1.9, 1.10, 1.11, 2.1, 2.2(e), 2.3(b), 2.4, 2.5(b), 5, 6, 7.2, and 7.4 through 21 (inclusive).
7. Fraudulent Behavior. If Postal reasonably suspects that Customer’s contact information or payment method is fraudulent, or that Customer is using or attempting to use the Postal Offering (or any portion thereof) for unlawful, fraudulent, or illegal purposes, Postal may immediately suspend Customer’s Account and/or terminate this Agreement and Customer’s access to the Postal Offering without refund. Postal may also disclose information concerning Customer to the USPS Office of the Postal Inspector, the U.S. Federal Bureau of Investigation, an applicable State Attorney General or Embassy with jurisdiction, or other local, state, or national law enforcement authorities. Customer agrees to indemnify and hold harmless Postal, its Authorized Providers, and their respective officers, directors, shareholders, employees, contractors, agents, successors, and assigns from and against any and all liabilities, claims, damages, losses, or causes of action arising out of: (a) Postal’s or any Authorized Provider’s inspection of Customer’s mail; or (b) the disclosure of information regarding Customer or Customer’s use of the Postal Offering to such authorities, or as otherwise required by law.
8. Postal Ownership.
   
   1. Ownership. Postal and/or its licensors retain all rights, title, and interest in and to the Postal Offering, including, without limitation: the Platform, any beta versions and features,  documentation (“Documentation”), and any text, graphics, images, music, audio, video, works of authorship, and other materials posted, generated, provided, or otherwise made available through the Postal Offering. This includes any improved, updated, modified, or additional parts thereof, together with all related copyright, patent, trade secret, trademark, and other intellectual property or proprietary rights. Customer Mail and Customer Data are excluded from this ownership provision. All rights not expressly granted under this Agreement are reserved by Postal and its licensors. 
   2. Operational Metrics. Postal monitors and collects anonymized statistics, metrics, analytics, and other operational or technical data regarding the performance and use of the Platform (“Operational Metrics”). Customer grants Postal a non-exclusive, irrevocable, transferable, worldwide, royalty-free license to collect, analyze, and use Operational Metrics relating to Postal’s delivery of the Platform, and Customer’s and its Authorized Users’ use of the Platform—including Operational Metrics derived from Customer Data—for Postal’s business purposes. Such purposes may include, but are not limited to, improving, testing, and maintaining the Platform, developing new products or services, and generating reports for internal, external, or public use. Postal may publicly distribute Operational Metrics only in aggregate, non-personally identifiable form that cannot be used to identify Customer or any Authorized User. 
   3. Feedback. If Customer or any Authorized User provides Postal with ideas, suggestions, improvements, or other feedback regarding any aspect of the Services, Platform, Documentation, or other materials provided by Postal (“Feedback”), Customer grants Postal, its affiliates, and partners a worldwide, irrevocable, perpetual, royalty-free, non-exclusive, sublicensable, and transferable license under all of Customer’s intellectual property rights in such Feedback to use and exploit it for any purpose, without compensation or attribution.
9.  Indemnification. Customer shall indemnify, defend, and hold Postal and its affiliates and subsidiaries, and its Authorized Providers, and its and their respective officers, directors, shareholders, employees, contractors, agents, subcontractors, service providers, successors and assigns (each, a “Postal Party”), harmless from and against any and all liability, losses, claims, expenses (including reasonable attorneys' fees), demands or damages of any kind, arising out of or related to (a) Customer's or any Authorized User's breach of this Agreement (including, without limitation, any representations and warranties herein) or any license or other agreement applicable to any Third Party Integrations; (b) Authorized User claims; (c) allegations that any Customer Mail, or Customer's activities in connection with, or use of, the Postal Offering (or any part thereof), violate any applicable laws, rules or regulations (including, without limitation, and USPS Regulations), or infringe or misappropriate the intellectual property rights of any third party; (d) Customer Data or a violation of any applicable privacy law, rule or regulation by Customer; (e) Customer's or its Authorized Users' use of the Postal Offering; (f) Postal and/or any of its subcontractors being named as a defendant in an action based on Postal’s and/or its subcontractor’s status as Customer’s registered agent; (g) a delay or failure of Customer to receive Legal Documents after Customer’s Registered Agent Services have been terminated; (h) Customer’s or its Authorized Users’ breach or violation of, or any act or omission of Customer or any Authorized User that causes or results in Postal’s breach or violation of, any laws, rules, or regulations, or other terms, conditions, agreements or policies applicable to Customer’s use of the check deposit and/or RDC services described in Section 4, including, but not limited to, any terms and conditions of the ODFI, the NACHA Rules, Regulations governing deposit transaction, the Stripe Treasury - Platform Terms and/or the Stripe RDC Terms, and/or (i) Customer's gross negligence, fraudulent misrepresentation or willful misconduct. Postal shall promptly notify Customer in writing of such action, give Customer sole control of the defense thereof and any related settlement negotiations, and, at Customer's reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall Customer enter into any settlement that involves an admission of liability, negligence or other culpability of any Postal Party or requires any Postal Party to contribute to the settlement without Postal's prior written consent. Postal and any Postal Party may participate and retain its own counsel at its own expense.
10. Disclaimers. NEITHER POSTAL NOR ANY OF ITS SERVICE PROVIDERS IS A LAW FIRM OR AN ATTORNEY AND DOES NOT PROVIDE LEGAL ADVICE, NOR IS ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICES. THE POSTAL OFFERING AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY POSTAL, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. POSTAL AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT. NEITHER POSTAL NOR ANY OF ITS LICENSORS, AUTHORIZED PROVIDERS, SERVICE PROVIDERS, AND/OR SUPPLIERS WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE POSTAL OFFERINGS (OR ANY PART THEREOF), OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY POSTAL OR CONTENT MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE POSTAL OFFERING: (A) WILL MEET CUSTOMER'S REQUIREMENTS; (B) WILL BE COMPATIBLE WITH CUSTOMER'S NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY INTEGRATIONS; (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE, TIMELY, OR RELIABLE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE POSTAL OFFERING, AND ALL RESULTS OF SUCH USE IS SOLELY AT CUSTOMER'S OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM POSTAL, ANY AUTHORIZED PROVIDER OR OTHER THIRD PARTY, OR THROUGH THE POSTAL OFFERING, SHALL CREATE ANY WARRANTY. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES AND REMEDIES CONTAINED IN THIS AGREEMENT SHALL APPLY TO CUSTOMER AS A CONSUMER ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS AND REMEDIES ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE CUSTOMER IS LOCATED.
11.  Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL POSTAL (WHICH, FOR PURPOSES OF THIS SECTION 11 INCLUDES POSTAL AND ITS AFFILIATES, EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICERS, AUTHORIZED PROVIDERS, SERVICE PROVIDERS, AND AGENTS) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE POSTAL OFFERING (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY POSTAL, EVEN IF POSTAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY AND SOLELY FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF POSTAL, AND (B) IN NO EVENT SHALL POSTAL'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE POSTAL OFFERING (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY POSTAL EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE TO POSTAL BY CUSTOMER HEREUNDER DURING THE THREE (3) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. POSTAL DISCLAIMS ALL LIABILITY OF ANY KIND OF POSTAL'S LICENSORS, AUTHORIZED PROVIDERS, SERVICE PROVIDERS, AND SUPPLIERS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES AND REMEDIES CONTAINED IN THIS AGREEMENT SHALL APPLY TO CUSTOMER AS A CONSUMER ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS AND REMEDIES ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE CUSTOMER IS LOCATED.
12. Exclusions. Notwithstanding anything in this Agreement to the contrary, Postal shall have no responsibility or liability under this Agreement, or otherwise, for any issues, losses, or damages arising from: (a) problems caused by failed Internet connections or by hardware, software, or equipment not owned, controlled, or operated by Postal; (b) nonconformities resulting from the misuse, abuse, negligence, or improper or unauthorized use of any part of the Postal Offering, or other services provided hereunder, by Customer, any Authorized User, or any third party; (c) any modification, amendment, revision, or alteration of the Postal Offering, or any portion thereof, by anyone other than Postal; (d) the failure of any third party—including, without limitation, the United States Postal Service or any commercial delivery or courier service—to provide delivery or courier services accurately and on time; or (e) any other cause or factor beyond Postal’s reasonable control.
13. Electronic Communications. By using the Postal Offering, Customer consents to receive electronic communications from Postal. Such communications may include, without limitation, notices regarding applicable fees and charges, transactional details, and other information related to Customer’s use of the Postal Offering. These communications form part of Customer’s relationship with Postal and are provided as a condition of Customer’s access to and use of the Postal Offering. Customer agrees that any notices, agreements, disclosures, or other communications sent electronically by Postal will satisfy all legal requirements that such communications be in writing.
14. Governing Law and Dispute Resolution.
    
    1. Governing Law. This Agreement will be governed by the laws of the State of New York, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement. Furthermore, this Agreement (including without limitation, the Platform and any software and services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA
    2. Disputes. Except as otherwise set forth in this Agreement, Customer agrees that any dispute between Customer and Postal arising out of or relating to this Agreement, the Postal Offering, or any part thereof (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.
    3. Information Resolution. Before resorting to formal dispute resolution in accordance with this Section, Customer agrees to first contact Postal directly at admin@usepostal.com to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after submission, Customer or Postal may institute arbitration in accordance with the procedures set forth in this Section
    4. Dispute Resolution. Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 14.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in New York, New York unless otherwise mutually agreed to by the parties. The arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with the arbitration rules then in effect, provided that the arbitrator and the parties shall comply with the following: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction
    5. Exception to Arbitration. Notwithstanding anything in this Agreement to the contrary to the extent Customer and/or any Authorized User has in any manner violated or threatened to violate any of Postal's intellectual property rights, Postal may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of New York, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and Customer hereby consents to the personal jurisdiction and exclusive venue in such courts.
15. Agreement Modifications. Postal may update or modify this Agreement at any time. The revised Agreement will be posted on Postal’s website (the “Site”) and will take effect on the date it is posted, unless otherwise stated. If Postal makes material changes, it will provide reasonable prior notice by: (a) sending an email to the address on file for Customer; or (b) if no email address is on file, posting a notice on the Site and/or through the Platform’s user interface. It is Customer’s responsibility to review this Agreement regularly. If Customer does not agree to the updated terms, Customer may terminate its Account and discontinue use of the Postal Offering. Continued use of the Postal Offering after the effective date of an updated Agreement constitutes Customer’s acknowledgment of, and agreement to be bound by, the revised terms.
16. General Provisions.
    
    1. Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party’s written consent, not to be unreasonably withheld.  However, without consent, Provider may assign this Agreement to (a) an Affiliate or (b) any successor to all or substantially all of its business that concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise).  This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of each party hereto.
    2. Entire Agreement.  This Agreement (including the Order Forms) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). In the event of any conflict between the terms of this Agreement and the terms of any Order Form, the terms of the Order Form shall control. In the event of any conflict between the terms of this Agreement, the Order Form, and the DPA, the order of precedence shall be as following: first Order Form, second the Agreement, third the DPA. This Agreement may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of a facsimile/electronic copy shall have the same force and effect as execution of an original, and a facsimile/ electronic signature shall be deemed an original and valid signature.  No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.  If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is in English only, which language shall be controlling in all respects.  
    3. Governing Law. Each party agrees that this Agreement is governed by and shall be construed in accordance with the laws of the State of New York, in all respects, without regard to choice or conflicts of law rules, and that all disputes arising out of or relating to this Agreement are limited to the exclusive jurisdiction and venue of the state and federal courts located in the State of New York. Each party hereby consents to and waives any objections with respect to such jurisdiction and venue. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.
    4. Notices. All notices under this Agreement will be in writing, in English and delivered to the parties at their respective addresses or email addresses stated herein or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; upon the first business day after sending by email; when receipt is electronically confirmed, if transmitted by facsimile; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. Unless otherwise is required by law, the notices to each Party shall be delivered via email. For Provider, to legal@usepostal.com.
    5. Force Majeure.  In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control including, without in any way limiting the generality of the foregoing, fire, explosion, earthquake, storm, flood, strike, war, insurrection, riot, act of God or the public enemy, failures in any telecommunications, network or other service or equipment that are not within a party’s reasonable control, unauthorized access, breach of firewalls or other hacking by third parties, instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement), the affected party’s performance shall be excused or extended for the period of delay or inability to perform due to such occurrence.‍
    6. Third Party Beneficiaries. This Agreement is entered into solely between, and may be enforced only by, Customer and Provider. This Agreement will not be deemed to create any rights in third parties or to create any obligations of a party to any third parties.

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