is entered into between Postie, Inc. (“Postie”) and the Customer (“Customer”)
and governs the use of the Services. By entering into an Order Form, checking
a box indicating your acceptance, 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 April
Subject to Customer’s compliance with the terms and conditions set forth in
this Agreement and any applicable Order Form, Postie will (a) make
available to Customer its website and related technology platform owned or
licensed by Postie during the Term (the “Site”), and (b) perform the services as
described in the applicable Order Form (collectively with the Site, the “Services”).
This Agreement governs Customer’s use of the Site and the data, content and
services available on the Site and Postie’s tracking pixel, SDK and server
integration that Customer may use on Customer’s Website (as defined in Section
3.1 below), mobile application, database and/or servers. Each Authorized
User (“Authorized User(s)” means one or more individuals who have been
authorized by Customer to use the Services on behalf of Customer) shall create
a user account. 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 Customer. Customer will (a) be responsible
for Authorized Users compliance with this Agreement and liable for any
Authorized Users breach thereof, (b) comply with all laws applicable to the
operation of, content on and data privacy and security related to Site,
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, (e)
advise its employees, agents and contractors who have access to the Services of
the restrictions in this Agreement, and (f) comply with terms of service of any
non-Postie application with which Customer uses Services.
with Applicable Laws.
Postie will comply with all applicable laws relating to its performance of Services
hereunder. Customer will comply with all applicable laws relating to its
business and exercising its rights under this Agreement, including any
applicable privacy laws and regulations.
Customer Data and Customer Website. Customer will be solely responsible for
(a) its advertisement (“Ad”) and customer data that is uploaded to the
Services, collected through Postie’s tracking pixel (the “Pixel”) or otherwise
processed by or for Customer using the Services (collectively “Customer 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 Customer (its “Audience”) and
any website on which it uses the Pixel (“Customer Website”), (e) advertisement
servers and research vendors (other than Postie) that it uses in connection
with the Services, Customer Data or Customer Website, and (f) products and
services advertised in the Ads or on Customer Website, and any other Customer products
and/or services. Customer will be solely responsible for the accuracy, quality
and legality of its Ads and Customer Data and the means by which Customer
acquired the same. Customer agrees that its use of the Pixel, SDK and server
integrations and its use and disclosure of Customer Data will comply with all
applicable laws and industry organization notice and consent requirements. Customer
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. Further, Customer agrees
that Customer’s Website will comply with all applicable laws, including all
privacy statement and notices and consent requirements related to, and
necessary to disclose, the tracking mechanisms and other activities
contemplated by this Agreement.
Restrictions. Customer will
not (a) make any Services available to, or use any Services for the benefit of,
anyone other than Customer, for compensation or otherwise, (b) use Services to
store or send infringing, libelous or otherwise unlawful, hateful, offensive 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 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 customer’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, (k) have any
right to receive the code for the Services, (l) harvest or collect information
or data regarding other users of the Services, or (m) upload any prohibited data
to the Services, including (i) individual medical or health information,
including any information comprising “Protected Health Information” under the
Health Insurance Portability and Accountability Act; (ii) security codes,
passwords, credit or debit card numbers or other financial information; (iii)
data regarding residents of jurisdictions outside of the United States of
America; (iv) information regarding individuals under thirteen (13) years of
age; and (v) information concerning a natural person’s (a) sex life or sexual
orientation, (b) racial or ethnic origin, (iii) genetic or biometric data, (c)
political opinions, (d) religious or philosophical beliefs, or (e) trade union
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
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 until the violation no longer persists.
Inquiries/Consumer Care. Customer is solely responsible for consumer notice
and obtaining any required consumer consent under applicable law with respect
to its Customer Data and honoring such choices. Customer will be responsible
for accepting and responding to any communication initiated by an end user
customer. No reference to Postie in written or oral communication to a consumer
or in scripts used by Customer in responding to consumer inquiries will be made
without Postie’s prior written approval.
Use. During the Term,
each party will at all times, keep and hold all Confidential Information of the
other party in the strictest confidence, and will not use such Confidential
Information for any purpose, other than as may be reasonably necessary for the
performance of its duties pursuant to this Agreement, without the other party’s
prior written consent. In addition, each party will maintain and protect the
confidentiality of Confidential Information in a manner consistent with all
applicable laws. In addition to any materials Postie may identify as Confidential
Information, Postie also deems its technology and data as Confidential
Information and said property shall be safeguarded as such by Customer. The
terms and conditions of this Agreement will be deemed to be the Confidential
Information of each party and will not be disclosed without the written consent
of the other party.
Each party will not disclose to any third party or use any Confidential
Information disclosed to it by the other except as expressly permitted in this
Agreement, and it will take all reasonable measures to maintain the
confidentiality of all Confidential Information of the other party in its
possession or control, which will in no event be less than the measures it uses
to maintain the confidentiality of its own information of similar importance.
the foregoing, each party may disclose Confidential Information of the other
party (a) to the extent required by a court of competent jurisdiction or other
governmental authority or otherwise as required by applicable law; so long as such
party first provides the other party as much notice as reasonably practicable
under the circumstances and cooperates with the other party’s efforts to limit
the extent of such disclosure, or (b) on a "need-to-know" basis under
an obligation of confidentiality no less restrictive than those set forth in
this Section and to its authorized agents, employees, third party contractors,
consultants, subcontractors, legal counsel, accountants, banks and other
financing sources and their advisors. Any such compliance by each of the
persons referenced in the preceding sentence with the confidentiality
obligations as set forth in this Section will remain the responsibility of the
party employing or engaging such persons.
Cancellations. Customer may
cancel an Order Form at any time prior to approving the proof of the Ad for
mailing. If Customer approves the proof of an Ad for mailing, Customer acknowledges
that (a) Postie may print and mail the Ad to its Audience, and (b) Customer
will have no right to cancel or receive a refund for such Services.
Additionally, Customer may purchase a “Trigger Campaign”, which is an order for
Postie to send a previously-approved Ad based on the action of a website or app
user, or another “trigger” designated by Customer. Customer may cancel or pause
a Trigger Campaign, and Postie will use reasonable efforts to cancel or pause
the Trigger Campaign within forty-eight (48) hours of the cancellation or pause
action. Customer acknowledges that during such forty-eight (48) hour period
(a) Postie may continue to print and mail the Ad to Customer’s Audience that
falls within the “trigger”, and (b) Customer will have no right to cancel or
receive a refund for the charges that accrue during such period. Any permitted
cancellation or pause must be made online through the Services or by written
notice to Postie. Upon Customer’s request, Postie may place the Pixel or server
integrations on Customer’s Website. Postie will have no liability for
excessive or fraudulent activity or other interactions with an ad triggered by events
on Customer’s Website. Customer shall not obscure or manipulate the reach count.
Postie’s reach count will be definitive.
Customer will pay all fees and expenses specified in the applicable Order Form.
Except as otherwise specified in this Agreement or in the applicable Order Form
(a) fees and expenses are based on Services purchased and not actual usage, (b)
payment obligations are non-cancelable and fees and expenses paid are
non-refundable, and (c) prices are stated in U.S. dollars.
Fees and expenses will be charged in advance and otherwise in accordance with
the relevant Order Form.
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. Customer will reimburse Postie for all
reasonable costs of collection and Postie may suspend or terminate access to
the Service until such amounts are paid in full.
Taxes. Postie's 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”). Customer is
responsible for paying all Taxes associated with its purchases hereunder. If
Postie has the legal obligation to pay or collect Taxes for which Customer is
responsible under this Section 6.4, Postie will invoice Customer and Customer
will pay that amount unless Customer 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.
Customer 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.
Rights and Licenses.
Customer shall own all right, title and interest in and to the Customer Data
and Ads, which shall not be deemed to be the Site, Service, Documentation, or
other technology, even if delivered or incorporated therewith. Postie shall
not be responsible or liable, in any way, for the deletion, destruction, damage
or loss of any Customer Data through no fault of Postie or its providers.
Except for the limited rights granted to Customer hereunder, 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 Site,
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. Customer 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 Customer 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 Customer or its Authorized Users for such feedback or hold any such
feedback in confidence.
to Use Services.
Subject to the terms of this Agreement, Postie hereby grants to Customer a
worldwide, non-exclusive, non-transferable, non-sublicensable license to use
the Site and Services ordered by Customer, subject to the terms and conditions
of this Agreement and applicable Order Form, solely during the Term, and solely
for Customer’s lawful distribution of direct mail.
to Use Customer Data.
Subject to the terms of this Agreement Customer hereby grants Postie a
non-assignable (except as expressly permitted by Section 13.12), non-transferable,
revocable license, during the Term of the Agreement, to host, copy, process, transmit
and display Customer Data, solely as necessary for Postie to provide the
Services in accordance with the Agreement.
Postie may aggregate Customer Data with data from other Postie customers or
third parties to create anonymous aggregated data that does not identify
Customer or its end user customers 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 Customer Data, improving the Services, adding
to the data (provided other Postie customers will not be able to view Customer
Data), and creating and commercializing statistics, models and analytics.
of Customer Data.
Security. Postie will ensure
that reasonable safeguards are in place that is designed to preclude unauthorized
access, use, modification or disclosure of Customer Data Security Breach. The
safeguards will include reasonable access controls, encryption, firewalls, the
maintenance of an information security program and annual information security
audits. “Security Breach” means unauthorized access, use, modification or
disclosure of Customer Data. Postie will inform Customer promptly in writing of
any Security Breach involving Customer Data of which Postie becomes aware
within forty-eight (48) hours or sooner if required by law.
Up; Deletion of Data.
Subject to Section 12.3, Customer is responsible for backing up, on Customer’s
computer systems, all Customer Data loaded into the Service.
Warranties, Exclusive Remedies and Disclaimers.
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
Postie warrants that (a) the ordered Services will conform in all material
respects to any description of the Services in the Order Form; and (b) Postie
has the right to allow Customer 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), Customer’s sole and exclusive remedy, and Postie’s
entire liability, will be, at Postie’s reasonable discretion, to provide
Customer 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 Customer’s abuse or misuse of the Services. In order to receive a
credit, Customer must notify Postie in writing of the non-conformity of the
Services within thirty (30) days after the non-conforming deliverable is sent.
Customer warrants that (a) it has the right to provide the Ads and Customer
Data to Postie and allow Postie to use the Ads and Customer Data to provide the
Services; and (b) the sending of an Ad to Customer’s designated Audience as
service, or the privacy rights of any end user customer.
DISCLAIMERS. EXCEPT AS
EXPRESSLY PROVIDED HEREIN OR IN AN ORDER FORM, NEITHER POSTIE, AND ANY LICENSOR
NOR CUSTOMER 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 (IF ANY) WILL MEET
CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (D) CUSTOMER 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.
Each party shall indemnify, defend and hold harmless the other, its employees, licensors,
officers, directors, agents, affiliates, from and against any losses 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 Customer Data or Services, as applicable; and (iii) with respect to
Customer, any damages arising from or relating to the Customer’s Website,
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 (i) 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; (ii) the use of Ads
or Services, as applicable, other than in accordance with all written
instructions and documentations; or (iii) any infringement arising out of
Services used by Customer outside of the United States.
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.
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.
OF LIABILITY AND CLAIMS.
NEITHER POSTIE OR 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 CUSTOMER PAID TO POSTIE FOR THE SERVICES SET FORTH IN THE
ORDER FORM TO WHICH THE CLAIM RELATES. THE LIMITATIONS HEREIN WILL APPLY EVEN
IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER 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 CUSTOMER’S AGREEMENT TO SUCH
Term. This Agreement
commences on the Effective Date and continues until terminated as permitted
herein. Either party may terminate this Agreement for convenience at any time
that there is no outstanding Order Form.
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.
of Termination; Surviving Provisions. Termination of this Agreement will terminate
all outstanding Order Forms. Termination of this Agreement will not relieve
Customer of its obligation to pay any fees owed to Postie prior to the
effective date of termination. Customer’s right to use the Services ordered
will terminate immediately and automatically upon the expiration or termination
of the applicable Order Form. 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: 3.1, 3.5, 4, 6, 7, 10, 11, 12.3, and 14.
The Services, and derivatives thereof, may be subject to export laws and
regulations of the United States and other jurisdictions. Customer represents
that it is not named on any U.S. government denied-party list. Customer 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
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 Customer
regarding Postie’s provision of, and Customer’s receipt and use of, the Site, 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.
Publicity. Postie may
publicize that Customer is a Postie client and display Customer’s name and logo
on Postie’s website and marketing materials.
Relationship. The parties are
independent contractors. Neither this Agreement nor any Order Form creates a
partnership, joint venture, agency or employment relationship between the
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.
The parties acknowledge that the provisions of this Agreement that protect
Confidential Information and Intellectual Property Rights, including Sections 4
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 nonbreaching 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 nonbreaching 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.
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.
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.
Construction. Neither this
Agreement nor any Order Form will be construed against the drafter. Lists
following “include”, “includes” or “include” are illustrative and not
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.
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, Site, or this Agreement will
be filed and prosecuted only in such courts.
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 (including all
applicable Order Forms), without the Customer’s consent, to its affiliate or 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.
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 firstname.lastname@example.org, it will be effective when received and
Customer must use the appropriate email address above or the following physical
address: 371 Rose Avenue, Venice, CA 90291. Billing-related
notices to Customer will be addressed to the relevant billing contact
designated by Customer, and Legal Notices to Customer will be addressed to
Customer and be clearly identifiable as Legal Notices to the address listed in
the preamble of this Agreement.
Counterparts. 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.