THIS SAAS AGREEMENT (the “Agreement”) is entered into between Postie, Inc. (“Postie”) and the Subscriber (“Subscriber”) and governs the use of the Services. By entering into an Order Form or otherwise accepting this Agreement, you agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a Company or other legal entity, you represent that you have the authority to enter into this Agreement on behalf of the entity.

Direct Competitors may not access the Services without Postie’s prior written consent.

This Agreement was last updated on July 20, 2020.

1. License Grant. Postie grants to Subscriber a non-exclusive, non-transferable, non-sublicensable license to use the Platform and Services (as defined in Section 2) ordered by Subscriber, subject to the terms and conditions of this Agreement and applicable Order Form, solely during the Term, and solely for Subscriber’s lawful distribution of direct mail.

2. Provision of Services. Subject to Subscriber’s compliance with the terms and conditions set forth in this Agreement and any applicable Order Form, Postie will (a) make available to Subscriber its website and related technology platform owned or licensed by Postie during the Term (the “Platform”), and (b) perform the services as described in the applicable Order Form (collectively with the Platform, the “Services”).

3. Use of Services; Authorized User. This Agreement governs Subscriber’s use of the Platform and the data, content and services available on the Platform and Postie’s tracking pixel, SDK and server integration that Subscriber may use on Subscriber’s Website, mobile application, database and/or servers. Each Authorized User (“Authorized User” means each individual who has been authorized by Subscriber to use the Services on behalf of Subscriber) shall create a user account. Subject to Subscriber’s compliance with this Agreement, this enables Authorized Users to access the Services at any time during the Term. Authorized Users must protect their username and passwords, and not make them available to persons or entities not authorized to use the Services on behalf of the Subscriber. Subscriber will (a) be responsible for Authorized User’s compliance with this Agreement and liable for any Authorized User’s breach thereof, (b) comply with all laws applicable to the operation of, content on and data privacy and security related to the Platform, including all privacy statement requirements, (c) use commercially reasonable efforts to prevent unauthorized access to, use of or reproduction of the Services, and notify Postie promptly of any such unauthorized access, use or reproduction, (d) use Services only as permitted in this Agreement and by applicable laws, and (e) advise its employees, agents and contractors who have access to the Services of the restrictions in this Agreement.

4. Subscriber Responsibilities.

4.1 Advertisement, Subscriber Data and Subscriber Website. Subscriber will be solely responsible for (a) its advertisement (“Ad”) and Subscriber Data (defined below) that is uploaded to the Services, collected through Postie’s tracking pixel (the “Pixel”) or otherwise provided to Postie by or on behalf of Subscriber (collectively “Subscriber Data”), (b) Pixel use decisions, the use of Ad server tags and Ad targeting decisions, (c) its use of the SDK or server integrations, (d) any website to which an Ad directs its targeted recipients as chosen by the Subscriber (its “Audience”) and any website on which it uses the Pixel (“Subscriber Website”), and (e) products and services advertised in the Ads or on Subscriber Website, and any other Subscriber products and/or services. Subscriber will be solely responsible for the accuracy, quality and legality of its Ads and Subscriber Data and the means by which Subscriber acquired the same. Subscriber agrees that its use of the Pixel, SDK and server integrations and its use and disclosure of Subscriber Data will comply with all applicable laws and industry organization notice and consent requirements, including, without limitation, all privacy statement and notices and consent requirements related to cookies, and necessary to disclose, the tracking mechanisms and other activities contemplated by this Agreement and the applicable Order Form. Subscriber may not (and may not permit any third party to) alter any Ad tags or the Pixel or server integrations made or provided by Postie to Subscriber.

4.2 Usage Restrictions. Subscriber will not (a) make any Services available to, or use any Services for the benefit of, anyone other than Subscriber, for compensation or otherwise, (b) use Services to store or send infringing, libelous or otherwise unlawful, harassing, abusive, threatening, vulgar, obscene or otherwise objectionable material, or material that is harmful to minors in any way, (c) use Services to store or send material in violation of third party privacy rights or other rights, (d) transmit any virus, worm, spyware, Trojan Horse or other malicious code (“Malicious Code”) to the Services, (e) interfere with the integrity or performance of any Services or any networks or computer systems used to provide the Services, or any other Postie Subscriber’s use of the Services, (f) attempt to gain unauthorized access to any Services or networks or computer systems used to provide the Services, (g) modify, translate, copy or create derivative works of the Services, or any part, feature, function or user interface thereof, except as expressly permitted herein, (h) access any Services in order to build a competitive product or service, (i) decompile, disassemble, reverse engineer or reduce to human-perceivable form any Services (to the extent such restriction is not prohibited by law), (j) attempt to remove, modify or obscure any proprietary notices on the Services, or (k) have any right to receive the code for the Services.

4.3 Removal of Data and Content. Postie may remove data or content from the Services if Postie has a good faith belief that the data or content violates any of the restrictions set forth in Section 4.2.

4.4 Suspension. If an Authorized User is in breach of this Agreement, without limiting Postie’s other rights or remedies, Postie may suspend the Authorized User’s use of the Services immediately (a) if so required by law enforcement or legal process, (b) in the event of an imminent security risk to Postie or its end subscribers, or (c) if continued use would subject Postie to material liability. Postie shall make commercially reasonable efforts under the circumstances to provide as much prior notice as possible to Subscriber of any such suspension. After such violation is resolved, Postie shall restore the Authorized User’s access to the Services.

4.5 Equipment. Subscriber shall 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, Platform, operating systems, networking, web servers and the like (collectively, “Equipment”). Subscriber shall also be responsible for maintaining the security of the Equipment, and files, and for all uses of Subscriber account or the Equipment with or without Subscriber’s knowledge or consent.

4.6 Consumer Inquiries/Consumer Care. Subscriber is solely responsible for consumer notice and obtaining any required consumer consent under applicable law with respect to its Subscriber Data and honoring such choices. Subscriber will be responsible for accepting and responding to any communication initiated by a consumer. No reference to Postie in written or oral communication to a consumer or in scripts used by Subscriber in responding to consumer inquiries will be made without Postie’s prior written approval.

5. Confidentiality.

5.1 Confidentiality Obligations. Except as otherwise set forth herein, neither party shall disclose to any individual or entity, and each party shall keep strictly confidential, all Confidential Information of the other party, protecting the confidentiality thereof with at least the same level of efforts that it employs to protect the confidentiality of its own proprietary and confidential information of like importance to it and, in any event, by reasonable means. Each party may, however, disclose the Confidential Information of the other to those of its employees, principals, officers, independent contractors, subcontractors, agents, advisors engaged in a use permitted by this Agreement and with a need to know, provided that such persons: (a) are directed to treat such Confidential Information confidentially and not to use such Confidential Information other than as permitted hereby and (b) are subject to a legal duty to maintain the confidentiality thereof. Neither party shall use the Confidential Information of the other party except solely as necessary in and during the performance of this Agreement, or as expressly licensed hereunder. Each party shall be responsible for any improper use or disclosure of any Confidential Information of the other by such party’s employees, principals, officers, independent contractors, agents, advisors and affiliates.

5.2 Exceptions. The disclosing party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof (except for trade secrets of the disclosing party, which the receiving party will be required to protect for so long as they are protectable as trade secrets under applicable law) or any information that the receiving party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the disclosing party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any proprietary Information of the disclosing party as demonstrated by documentation contemporaneous with such development.

5.3 Compelled Disclosure. Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information solely to the extent that the receiving party is required by any applicable law or by any court or governmental authority to do so; provided, however, that in such event, to the maximum extent permitted by applicable law, the receiving party promptly notifies the disclosing party and cooperates with the disclosing party in any attempt to contest or limit such required disclosure, at the disclosing party’s expense.

6. Fees and Payment.

6.1 Fees and Expenses. Subscriber shall pay Postie all fees described in this Agreement (collectively, “Fees”). All payment obligations are non-cancelable and Fees and Expenses paid are non-refundable. Except for the Subscription Fee during the Initial Service Term and as otherwise expressly stated herein, Postie reserves the right to modify any Fees at any time, and to introduce new charges for additional, optional services not included in this Agreement, upon at least thirty (30) days’ prior notice (including by email or a notification to the Service) to Subscriber. Notwithstanding anything to the contrary, Campaign Fees are priced, in part, on assumptions regarding USPS postage rates. Accordingly, if there are changes to USPS postage rates, Postie may modify the prices in a manner to accommodate such changes.

6.2 Platform License Fee. Postie will invoice Subscriber for the Subscription Fee as specified in the applicable Order Form.

6.3 Usage Fees. Postie will invoice Subscriber for Usage Fees as specified herein and the applicable Order Form based on the pricing listed on Schedule A.

6.4 Expenses. To the extent applicable, Subscriber shall reimburse Postie for reasonable expenses incurred at Subscriber’s request in the performance of professional services on behalf of Subscriber as specified in the applicable Order Form (“Expenses”).

6.5 Payments. By placing an order via an Order Form or through the Platform or any other Postie-approved ordering method, Subscriber hereby authorizes Postie to debit funds from the bank account or charge the credit card provided to Postie, in accordance with the payment schedule above. Subscriber is responsible for providing complete and accurate billing and contact information to Postie and notifying Postie of any changes to such information. Subscriber will pay all fees in U.S. dollars. Postie shall be entitled to invoice for the Service in the event Postie is unable to deliver the Service due to any reason, issue, or delay caused either directly or indirectly by Subscriber or its employees, agents or contractors.

6.6 Overdue Charges. If any invoiced amount is overdue, then without limiting Postie’s other rights or remedies, Postie may assess late payment interest on those charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Subscriber will reimburse Postie’s costs and attorneys’ fees incurred in any attempt to collect or the collection of overdue amounts.

6.7 Suspension of Service. If any charge owing by Subscriber is thirty (30) days or more overdue, Postie may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided Postie has given Subscriber at least ten (10) days’ prior notice that its account is overdue.

6.8 Taxes. All Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If Postie has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section, Postie will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides Postie with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Postie is solely responsible for taxes assessable against it based on its income, property and employees.

6.9 Future Functionality. Subscriber agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Postie regarding future functionality or features.

7. Intellectual Property.

7.1 Subscriber Data. Subscriber shall own all right, title and interest in and to Subscriber Data and Ads, which shall not be deemed to be the Platform and/or Service, or any documentation related to the Platform and/or Services (“Documentation”), or other technology, even if delivered or incorporated therewith.

7.2 Postie Intellectual Property. Postie exclusively owns and shall retain all right, title and interest, including all related copyright, trade secret, trademark and patent rights, and all other intellectual property or proprietary rights in and to, or related to, the Platform, Services, Documentation, or other technology, including all software programs contained therein and derivatives thereof; provided, however, that any third-party intellectual property incorporated into the foregoing shall remain the property of the third-party owner thereof. Subscriber agrees and acknowledges that Postie shall have an unrestricted right to incorporate into the technology and the Service all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber or any Authorized User, and the technology and Service, as updated, upgraded and modified, shall be owned exclusively by Postie. Postie will not be obligated to credit Subscriber or its Authorized Users for such feedback or hold any such feedback in confidence.

7.3 Permission to Use Subscriber Data. Subject to the terms of this Agreement Subscriber hereby grants Postie a non-assignable (except as expressly permitted by Section 13.12), non-transferable license to host, copy, process, transmit and display Subscriber Data, solely as necessary for Postie to provide the Services to Subscriber in accordance with this Agreement.

7.4 Aggregate Data. Notwithstanding anything to the contrary, Postie may aggregate Subscriber Data with data from other Postie Subscribers or third parties to create anonymous aggregated data that does not identify Subscriber or its end users for the purpose of preventing and fixing technical problems with the Services, and with respect to aggregate data derived in whole or in part from Subscriber Data, improving the Services, adding to the data (provided other Postie subscribers will not be able to view Subscriber Data), and creating and commercializing statistics, models and analytics.

8. Protection of Subscriber Data.

8.1 Security. Postie will ensure that reasonable safeguards are in place that is designed to preclude unauthorized access, use, or disclosure of Subscriber Data. The safeguards will include reasonable access controls, encryption, firewalls, the maintenance of an information security program and annual information security audits. Postie will inform Subscriber promptly (but no later than forty-eight (48) hours) in writing of any Security Breach involving Subscriber Data of which Postie becomes aware, or sooner if required by law. A “Security Breach” means the unauthorized access, use, or disclosure of Subscriber Data in violation of this Agreement.

8.2 Back Up; Deletion of Data. Subscriber is solely responsible for backing up, on Subscriber’s computer systems, all Subscriber Data loaded into the Services.

9. Representations, Warranties, Exclusive Remedies and Disclaimers.

9.1 Mutual Warranties. Each party represents and warrants to the other that it is authorized to enter into this Agreement and will not be in violation of any other contractual commitment or other obligation by complying with the obligations under this Agreement.

9.2 Postie Warranty. Postie warrants that (a) the Services will conform in all material respects to any description of the Services in the Order Form; and (b) it has the right to allow Subscriber to use the Services for its intended purpose as specified in the applicable Order Form. If Postie breaches the warranty set forth in Section 9.2(a) at Postie’s reasonable discretion, Subscriber’s sole and exclusive remedy, and Postie’s entire liability, will be, to provide Subscriber with a credit for the amount paid for the non-conforming Services, or should there be no invoice to apply the credits to, for example, in the case of termination, a refund. This limited warranty will not apply to the extent the nonconformity was caused by Subscriber’s abuse or misuse of the Services. In order to receive a credit, Subscriber must notify Postie in writing of the non-conformity of the Services within thirty (30) days after the non-conforming deliverable is sent.

9.3 Subscriber Warranties. Subscriber warrants that (a) it has the right to provide the Ads and Subscriber Data to Postie and allow Postie to use the Ads and Subscriber Data to provide the Services; and (b) the sending of an Ad to Subscriber’s designated Audience as permitted by Subscriber will not violate Subscriber’s privacy policy, terms of service, or the privacy rights of any end user Subscriber.

9.4 DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN AN ORDER FORM, NEITHER POSTIE, AND ANY LICENSOR NOR SUBSCRIBER MAKES ANY REPRESENTATION, WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND POSTIE, ON BEHALF OF ITSELF AND ALL LICENSORS, DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS OTHERWISE SET FORTH HEREIN, POSTIE DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICES WILL BE CONTINUOUSLY AVAILABLE, ERROR-FREE, ACCURATE, COMPLETE OR COMPLETELY SECURE, (B) ALL DEFECTS IN THE SERVICES (IF ANY) WILL BE CORRECTED, (C) THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS, OR (D) SUBSCRIBER WILL INCREASE SALES OR ACHIEVE ANY PARTICULAR RESULT. THE SERVICES MAY BE SUBJECT TO TRANSCRIPTION ERRORS AND IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. POSTIE SHALL NOT BE DEEMED TO BE IN BREACH OF ANY REPRESENTATION OR WARRANTY TO THE EXTENT THAT SUCH BREACH RESULTS FROM THE ACT OR OMISSION OF A THIRD PARTY. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. Indemnification.

10.1 Mutual Indemnification. Each party shall indemnify, defend and hold harmless the other, its employees, licensors, officers, directors, agents, affiliates, from and against any losses, liabilities, claims, fines, penalties (including reasonable attorney’s fees) arising out of or resulting from (i) third party claims (including governmental claims) resulting from the breach of a party’s respective representations and warranties (except as otherwise set forth in Section 9.2(a)); (ii) third party claims (including governmental claims) resulting from the breach of a party’s respective obligations set forth in the Agreement regarding privacy or the protection of Subscriber Data or Services, as applicable; and (iii) with respect to Subscriber, any damages arising from or relating to the Subscriber’s Website and/or Subscriber’s products or services.

10.2 Intellectual Property Indemnification. Each party shall indemnify, defend and hold harmless the other, its employees, officers, directors, agents, affiliates, from and against any losses arising out of or resulting from any kind of misappropriation or infringement, trademark, copyright, right of publicity, trade secret or other similar right of any person or entity (the “Indemnified Materials”). Notwithstanding the foregoing, a party shall have no liability for the Indemnified Materials under this Section 10.2, to the extent a third party claim, demand, cause of action, debt or liability is based upon (a) the combination of any Ads or Services, as applicable, with any other products, services, hardware, software, data or other materials not provided by the infringing party where such combination is the sole cause of such infringement; (b) the use of Ads or Services, as applicable, other than in accordance with all written instructions and documentations; or (c) any infringement arising out of Services used by Subscriber outside of the United States.

10.3 Indemnification Procedure. A party’s obligation to indemnify the other under this Section is subject to the indemnified party notifying the indemnifying party promptly in writing of any claim as to which indemnification will be sought and providing the indemnifying party reasonable cooperation in the defense and settlement thereof, at the expense of the indemnifying party. In each case the indemnifying party will have the exclusive right to defend any such claim (provided, however, that the indemnified party will have the right to assume such defense at the expense of the indemnifying party if the indemnifying party fails to timely provide the defense required by this Section 10), however the indemnifying party may not settle or compromise such claim without the prior written consent of the indemnified party if such settlement would admit liability or impose any obligation on the indemnified party. The indemnified party may, at its sole cost and expense, participate in the defense of a claim with counsel of its own choosing.

10.4 Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of third-party claim described in this Section 10.

11. LIMITATION OF LIABILITY AND CLAIMS.

11.1 LIMITATION OF LIABILITY. NEITHER POSTIE NOR IT’S LICENSORS WILL BE LIABLE UNDER THIS AGREEMENT OR ANY ORDER FORM FOR ANY LOST INCOME OR LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER FOR TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE AND HOWEVER RISING, AND EVEN IF POSTIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. POSTIE’S AND ITS LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER FORM, WHETHER FOR TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY, WILL NOT EXCEED THE AMOUNT SUBSCRIBER PAID TO POSTIE FOR THE PLATFORM LICENSE FEE. THE LIMITATIONS HEREIN WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS HEREIN ARE REASONABLE AND A BASIS OF THE BARGAIN, AND THAT POSTIE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUBSCRIBER’S AGREEMENT TO SUCH LIMITATIONS.

12. Term and Termination.

12.1 Term and Termination. This Agreement commences on the Effective Date and continues for one (1) year unless terminated earlier pursuant to this Agreement (“Term”). If the term of any Order Form hereunder extends beyond the end date of this Agreement, the terms and conditions of this Agreement shall continue to govern with respect to such outstanding Order Form only.

12.2 Termination for Convenience. Either party may terminate this Agreement for convenience at any time that there is no outstanding Order Form.

12.3 Termination for Breach. If either party commits a material breach of this Agreement, the other party may terminate this Agreement; provided, however, that, if such breach is curable, the party that wishes to terminate shall provide the breaching party with thirty (30) days’ prior written notice and the opportunity to cure such breach within such thirty (30) day period.

12.4 Effects of Termination; Surviving Provisions. The termination of this Agreement will terminate all outstanding Order Forms. The termination of this Agreement will not relieve Subscriber of its obligation to pay any Fees owed to Postie prior to the effective date of termination. Subscriber’s right to use the Services ordered will terminate immediately and automatically upon the expiration or termination of the applicable Order Form. Except as otherwise permitted hereunder, each party shall return and/or delete or destroy all copies of the other party’s Confidential Information in its possession or control. The following Sections will survive any termination or expiration of this Agreement: 4.6, 5- 7, 9, 10, 11, 12.4, and 13.

13. General Provisions.

13.1 Export Compliance. The Services, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Subscriber represents that it is not named on any U.S. government denied-party list. Subscriber will not access or use any Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation. Postie does not represent or warrant that the use of the Services is lawful or available in any country outside of the United States.

13.2 Entire Agreement; Order of Precedence. This Agreement and the terms and conditions of the applicable Order Form (which are hereby incorporated into this Agreement) contain the entire agreement between Postie and Subscriber regarding Postie’s provision of, and Subscriber’s receipt and use of, the Platform, Service, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. Each Order Form will be governed by and incorporate this Agreement. No amendment of this Agreement or an Order Form will be effective unless in writing and signed by both parties. In the event of any inconsistency between an Order Form and this Agreement, this Agreement will prevail.

13.3 Publicity. Postie may publicize that Subscriber is a Postie client and display Subscriber’s name and logo on Postie’s website and marketing materials.

13.4 Relationship. The parties are independent contractors. Neither this Agreement nor any Order Form creates a partnership, joint venture, agency or employment relationship between the parties.

13.5 No Third Party Beneficiaries. Nothing in this Agreement is intended to create any rights in, or confer any benefits upon, any person or entity other than the parties to this Agreement.

13.6 Injunctive Relief. The parties acknowledge that the provisions of this Agreement that protect Confidential Information and Intellectual Property Rights, including Sections 5 and 7, are essential for the protection of the parties and that any breach or threatened breach of such sections may cause immediate and irreparable damage to the non-breaching party, for which monetary relief would be inadequate or impossible to ascertain. Accordingly, the parties agree that upon the existence of any breach or threatened breach thereof, the non-breaching party shall be entitled to seek injunctive relief restraining the breaching party from committing such breach or threatened breach. In addition, the nonbreaching party shall be entitled to any other remedies that may be available to it, at law or in equity.

13.7 Waiver. No failure or delay by either party in exercising any right under this Agreement or the applicable Order Form will constitute a waiver of that right. A party can enforce a waiver only if the other party made the waiver in writing.

13.8 Severability. If any provision of this Agreement or the applicable Order Form is held by a court of competent jurisdiction to be contrary to law, the provision will be reformed to the nearest enforceable provision (or deemed severed from this Agreement or the Order Form if that is impermissible), and the remaining provisions of this Agreement and the applicable Order Form will remain in effect.

13.9 Construction. Neither this Agreement nor any Order Form will be construed against the drafter. Lists following “include”, “includes” or “including” are illustrative and not exhaustive.

13.10 Force Majeure. Postie shall not be responsible for delays or failure in performance resulting from acts beyond its reasonable control, including acts of God, strikes, lockouts, riots, acts of war, terrorism, Internet outages, failures of Internet hosting providers, epidemics, fire, communication line failures, power surges or failures, earthquakes or other disasters.

13.11 Governing Law. This Agreement, its execution and negotiation, and all obligations resulting here from, and all claims or causes of action arising from or related hereto (regardless of form), including, without limitation, obligations resulting from the Order Form, shall be construed and enforced in accordance with and governed by the laws of the State of California, USA and its statutes of limitations, without giving effect to any principle of law that would cause the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties: (a) consent to and waive any objections to personal jurisdiction and venue in the federal and state courts located in Los Angeles County, California, and (b), any action or proceeding relating to the Services, Platform, or this Agreement will be filed and prosecuted only in such courts.

13.12 Assignment; Subcontracting. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, Postie may assign this Agreement and all applicable Order Forms in their entirety, without the Subscriber’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement and all applicable Order Forms will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Postie may subcontract its performance of the Services.

13.13 Notices. Except as otherwise specified in this Agreement or in the applicable Order Form, all notices related to this Agreement or the applicable Order Form will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d), except for notices of termination or an indemnifiable claim (“Legal Notices”), which must be sent by physical mail, the day of sending by email. Notices to Postie will be addressed to the “Legal Department” at legal@postie.com, it will be effective when received and Subscriber must use the appropriate email address above or the following physical address: 578 Washington Boulevard, Suite 380, Marina Del Rey, CA 90292. Billing-related notices to Subscriber will be addressed to the relevant billing contact designated by Subscriber, and Legal Notices to Subscriber will be addressed to Subscriber and be clearly identifiable as Legal Notices to the address listed in the preamble of this Agreement.

13.14 Counterparts/ Electronic Signature. This Agreement and any Order Form may be executed in counterparts, both of which taken together will constitute one and the same document. This Agreement and any Order Form may be signed by electronic signature. A signed copy of this Agreement or an Order Form delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement or Order Form.